Common use of Purchase and Sale Clause in Contracts

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 46 contracts

Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp)

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Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 35 contracts

Samples: Underwriting Agreement (International Business Machines Corp), Underwriting Agreement (International Business Machines Corp), Underwriting Agreement (International Business Machines Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 23 contracts

Samples: Underwriting Agreement (Ametek Inc/), Underwriting Agreement (Bank of America Corp /De/), Underwriting Agreement (Nationsbank Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 14 contracts

Samples: Underwriting Agreement (Minnesota Mining & Manufacturing Co), Underwriting Agreement (International Business Machines Corp), Underwriting Agreement (International Business Machines Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I II hereto, the principal amount number of the Securities Firm Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters will as provided in this Agreement, and the Underwriters, subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, shall have the option to purchase, severally and not have jointly, from the Company the Option Shares at the purchase price set forth on Schedule II hereto. If any responsibility in respect Option Shares are to be purchased, the number of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Option Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of Option Shares which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Securities Option Shares being purchased as the principal amount number of Securities Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 8 hereof) bears to the aggregate principal amount number of Firm Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part (but in no event shall the Underwriters exercise such option more than twice), on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Representative to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 8 hereof). Any such notice shall be given at least five business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Shares on the terms set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion Final Prospectus. The Company acknowledges and so advise the Company in writing; provided, however, agrees that the total principal amount Underwriters may offer and sell Shares to or through any affiliate of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesan Underwriter.

Appears in 10 contracts

Samples: Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn)

Purchase and Sale. Subject The several commitments of the Underwriters to purchase, and the obligation of the Company to sell, Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth. Payment of the purchase price for, and delivery of, any Firm Securities to be purchased by the Underwriters shall be made at such time and place and on such date as specified in the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9 hereof) (each such time and date being referred to herein as a “Closing Date”). Payment shall be made to the Company in Federal or other funds immediately available in New York City or by such other means as may be specified in the Terms Agreement against delivery to you for the respective accounts of the Underwriters of the Firm Securities to be purchased by them. If so specified in the applicable Terms Agreement, the Company agrees Underwriters shall have a one-time right to sell purchase, severally and not jointly, up to each Underwriter and the principal amount of Additional Securities set forth in the applicable Terms Agreement at the purchase price set forth in the applicable Terms Agreement plus accrued interest, if any. Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Additional Securities set forth opposite (subject to such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale adjustments to eliminate fractions of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be $1,000 as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company you may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear determine) that bears the same proportion to the total principal amount of Contract Additional Securities to be purchased as the principal amount of Firm Securities set forth opposite its name in the name of such Underwriter applicable Terms Agreement bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Firm Securities. Payment of the purchase price for, and delivery of, any Additional Securities to be purchased by all the Underwriters shall be made at such time (which may be the aggregate same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) and place as shall be designated in a written notice from you to the Company of your determination, on behalf of the Underwriters, to purchase the principal amount set forth amount, specified in Schedule II hereto such notice, of Additional Securities, or at such other time, in any event not later than 30 days after the Closing Date, as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Securities and of the Option Closing Date may be given at any time within 30 days after the date of the Terms Agreement. Certificates evidencing the Firm Securities and Additional Securities shall be in definitive, global form and registered in the name of Cede & Co., as nominee for The Depository Trust Company, unless you shall request otherwise in writing not less than two full business days prior to the aggregate principal amount Closing Date or the Option Closing Date, as the case may be. The certificates evidencing the Firm Securities and Additional Securities shall be delivered to you at the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of Contract Securitiesthe several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly paid, against payment of the purchase price therefor.

Appears in 7 contracts

Samples: Terms Agreement (Anadarko Petroleum Corp), Underwriting Agreement (Anadarko Petroleum Corp), Terms Agreement (Anadarko Petroleum Corp)

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 7 contracts

Samples: Underwriting Agreement (Ribozyme Pharmaceuticals Inc), Underwriting Agreement (Ribozyme Pharmaceuticals Inc), Underwriting Agreement (Bank of America Corp /De/)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 6 contracts

Samples: Underwriting Agreement (Fleet Financial Group Inc), Underwriting Agreement (Union Planters Corp), Witco Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 5 contracts

Samples: Underwriting Agreement (International Lease Finance Corp), Underwriting Agreement (International Lease Finance Corp), International Lease Finance Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 5 contracts

Samples: Underwriting Agreement (PNC Financial Services Group Inc), PNC Financial Services Group Inc, PNC Financial Services Group Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 4 contracts

Samples: Underwriting Agreement (Mercury Finance Co), Fleet Financial Group Inc, Fleet Financial Group Inc

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Initial Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Initial Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 4 contracts

Samples: Underwriting Agreement (Southtrust Corp), Underwriting Agreement (Nationsbank Corp), Southtrust Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Purchased Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Purchased Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Purchased Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Purchased Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, as a fee, the percentage set forth in Schedule I hereto of the principal amount of the Purchased Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Purchased Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Purchased Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Purchased Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 3 contracts

Samples: Coca Cola Co, Coca Cola Co, Coca Cola Co

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees to Guarantor and the Trust agree that the Trust will sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at the purchase price set forth in Schedule I heretoII, the principal amount number of the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares, except thatas provided below, if the Guarantor and the Trust agree that the Trust will sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Trust, at the purchase price set forth in Schedule I hereto provides II, such Underwriter’s pro rata share (based on the respective maximum number of Optional Shares set forth next to the Underwriters’ names in Schedule I) of that portion of the total number of Optional Shares as to which such election shall have been exercised on behalf of all the Underwriters. As compensation to the Underwriters for their commitments hereunder, and in view of the fact that the proceeds from the sale of the Trust Preferred Securities pursuant will be used by the Trust to delayed delivery arrangementspurchase the LoTSSM, the respective principal amounts Guarantor on the Closing Date and the Option Closing Date will pay by wire transfer of Securities immediately available funds to be purchased by Underwriters shall be as Wachovia Capital Markets, LLC, for the accounts of the several Underwriters, the amount per Trust Preferred Security set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Trust Preferred Securities to be purchased delivered by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to Trust hereunder on the total principal amount of Contract Securities Closing Date or the Option Closing Date, as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiescase may be.

Appears in 3 contracts

Samples: Trust Agreement (Wachovia Corp New), Trust Agreement (Wachovia Corp New), Trust Agreement (Wachovia Corp New)

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the “Initial Underwritten Securities”), the names of the Underwriters participating in such offering (subject to substitution as provided in Section 10 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the names of the Underwriters acting as co-managers, if any, in connection with such offering, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters, an option to purchase additional Underwritten Securities subject to such option (the “Option Securities”). As used herein, the term “Underwritten Securities” shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, the Initial Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley Austin LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative and the Company, at 10;00 A.M., New York City time, on the fifth business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative and the Company (each such time and date being referred to as a “Closing Time”). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" , shall be made at the above-mentioned office of Sidley Austin LLP, or at such other place as shall be agreed upon by the Representative and the Company on each Date of Delivery as specified in the notice from the Representative to the Company. Payment shall be made to the Company by certified or official bank check or check in New York Clearing House or similar next day funds payable to the order of the Company against delivery to the Representative for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. Certificates for such Underwritten Securities shall be in such denominations and registered in such names as the Representative may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the applicable Closing Time or Date of Delivery, as the case may be. Such certificates will be made available for examination and packaging by the Representative on or before the first business day prior to Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit A hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentative at Closing Time, for the account accounts of the Underwriters, on the Closing Date, fee specified in the percentage set forth in Schedule I hereto Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at Closing Time. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types set forth in the Prospectus Supplement. At Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount Representative shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise the Representative, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representative to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Appears in 3 contracts

Samples: Terms Agreement (Deere John Capital Corp), Terms Agreement (Deere John Capital Corp), Terms Agreement (Deere John Capital Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 3 contracts

Samples: Underwriting Agreement (Estee Lauder Companies Inc), Estee Lauder Companies Inc, Estee Lauder Companies Inc

Purchase and Sale. Subject The several commitments of the Underwriters to purchase securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Underwriters' Securities" and Closing Time"). Except as indicated in the applicable Terms Agreement, payment shall be made to the Company by wire transfer in same-day funds against delivery of the Securities to be purchased pursuant by the Representatives for the respective accounts of the Underwriters. Such Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or shall be in global or bearer form as permitted by the Indenture. Such Securities." , which may be in temporary form, will be made available for examination and packaging by the Representatives on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but Exhibit B hereto, with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types which will be set forth in the applicable prospectus supplement included in the Final Prospectus. If applicable, insurance companies, pension funds, investment companies and educational and charitable institutions. The at Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representatives are to submit to the Company, at least two business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise the Representatives, at least one business day prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contract. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Appears in 3 contracts

Samples: Terms Agreement (Boston Scientific Corp), Boston Scientific Corp, Boston Scientific Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees and the Selling Stockholders agree, severally and not jointly, to sell to each Underwriter of the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Selling Stockholders, at the a purchase price set forth in Schedule I heretoper share of $ , the principal amount number of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities Firm Shares to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company and the Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Stockholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional securities) determined by multiplying such number of Optional Shares by a fraction, the numerator of which is the maximum number of Optional Shares that such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule I hereto, and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering sales of Shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate principal amount number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless BBTCM, otherwise agrees in writing, earlier than two or later than 10 business days after the date of such notice. The Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly, to the Underwriters the right to purchase at their election that number of Optional Shares, as more particularly set forth in Schedule II hereto, except at the purchase price per share set forth in the first paragraph of this Section 2, for the sole purpose of covering sales of Shares in excess of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount maximum number of Securities Optional Shares to be purchased sold by all Underwriters shall be the aggregate principal amount Selling Stockholders as set forth in Schedule II hereto less hereto. Any such election to purchase Optional Securities may be exercised only by written notice from you to the Selling Stockholders, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate principal amount of Contract SecuritiesOptional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless BBTCM otherwise agree in writing, earlier than two or later than 10 business days after the date of such notice.

Appears in 3 contracts

Samples: Underwriting Agreement (Us Home Systems Inc), Underwriting Agreement (Us Home Systems Inc), Underwriting Agreement (Us Home Systems Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to issue and sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Securities Underwritten Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements. In addition, the respective principal amounts of Securities Company agrees to be purchased by issue and sell the Option Shares to the several Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities in this Agreement, and the Underwriters, subject to be purchased by the Underwriters are terms and conditions and in reliance upon the representations and warranties herein sometimes called set forth, shall have the "Underwriters' Securities" option to purchase, severally and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretonot jointly, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as Option Shares at the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in on Schedule I hereto. The Underwriters will not have If any responsibility in respect Option Shares are to be purchased, the number of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Option Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of Option Shares which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Securities Option Shares being purchased as the principal amount number of Securities Underwritten Shares set forth opposite the name of such Underwriter in Schedule II hereto (or such number increased as set forth in Section 8 hereof) bears to the aggregate principal amount number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part (but in no event shall the Underwriters exercise such option more than twice), on or before the thirtieth day following the date of the Final Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 8 hereof). Any such notice shall be given at least five business days prior to the date and time of delivery specified therein. The Company understands that the Underwriters intend to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Shares on the terms set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion Final Prospectus. The Company acknowledges and so advise the Company in writing; provided, however, agrees that the total principal amount Underwriters may offer and sell Shares to or through any affiliate of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesan Underwriter.

Appears in 3 contracts

Samples: Letter Agreement (Wells Fargo & Co/Mn), Underwriting Agreement (Wells Fargo & Co/Mn), Wells Fargo & Co/Mn

Purchase and Sale. Subject to Upon the terms and subject to the conditions and in reliance upon set forth herein, at the representations and warranties herein set forth, Closing (as defined below) the Company agrees to Sellers shall sell to each Underwriter Purchaser and each Underwriter agrees, severally and not jointly, to such Purchaser shall purchase from the Company, at Sellers the purchase price set forth in Schedule I hereto, the principal amount number of the Securities Shares set forth opposite such UnderwriterPurchaser's name in on Schedule II hereto1.1 for a price per Share equal to $11.00 or an aggregate purchase price of $159,775,000, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsPurchase Price"). Each Purchaser shall pay such Purchaser's portion of the Purchase Price to the Sellers by delivering to the Sellers (x) cash and (y) a secured promissory note, substantially in the form of Schedule III Exhibit A hereto but with such changes therein as (the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and"Notes"), as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts each case in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities amounts set forth opposite the such Purchaser's name of such Underwriter bears to the aggregate principal amount set forth in on Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing1.1; provided, however, that the total principal amount of Securities Purchasers shall have the right to reallocate between the Purchasers the Shares to be purchased by all Underwriters each Purchaser by delivering written notice of such reallocation to Ciba and the Sellers not less than three days prior to the Closing, so long as such reallocation does not change the total number of Shares being acquired hereunder or the Purchase Price. At least three days prior to the Closing, the Sellers shall deliver to the Purchasers a schedule (which schedule shall be binding on the Purchasers) which shall set forth the number of Shares being sold by each Seller hereunder, the portion of the Purchase Price payable to each such Seller and the allocation of cash and the principal amount of Notes payable to each such Seller; provided, however, that such schedule shall not change the total number of Shares being acquired by each Purchaser, the portion of the Purchase Price being paid by each Purchaser or the total cash amount or aggregate principal amount of Notes being delivered hereunder. Notwithstanding anything to the contrary set forth above, the aggregate number of Shares purchased by the Purchasers hereunder shall be reduced to the extent required to prevent the Purchasers from Beneficially Owning in Schedule II hereto less excess of 39.3% of the outstanding shares of Common Stock immediately following the Closing and, in such event, the Purchase Price (and the amount of cash and the aggregate principal amount of Contract SecuritiesNotes issued by the Purchasers) shall be appropriately reduced based on the per Share price set forth above.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Hexcel Corp /De/), Stock Purchase Agreement (Ciba Specialty Chemicals Holding Inc /Fi/), Stock Purchase Agreement (Goldman Sachs Group Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 3 contracts

Samples: PNC Bank Corp, PNC Funding Corp, PNC Bank Corp

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the Terms Agreement (which, in the case of Securities in bearer form, shall be at a place located outside of the United States), at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Underwriters' Securities" and Closing Time"). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters' interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Senior Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Senior Debt Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Senior Debt Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Senior Debt Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Debt Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Debt Securities to be covered by each such Delayed Delivery Contact. The principal amount of Senior Debt Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Debt Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Senior Debt Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Senior Debt Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSenior Debt Securities covered by Delayed Delivery Contracts.

Appears in 2 contracts

Samples: Terms Agreement (Coca Cola Enterprises Inc), Terms Agreement (Coca Cola Enterprises Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The If so specified, the Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts Contracts, if any, are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions, or such other types of investors as may be set forth in the Final Prospectus, and shall be subject to other conditions therein set forth. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II 11 hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Carnival Corp), Underwriting Agreement (Carnival Corp)

Purchase and Sale. Subject Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of the Designated Securities, the several Underwriters propose to offer the Designated Securities for sale upon the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be Prospectus as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize amended or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionssupplemented. The Company will enter into Delayed Delivery Contracts may specify in all cases where sales of Contract the Pricing Agreement applicable to any Designated Securities arranged by that the Company thereby grants to the Underwriters have been approved by the Company butright (an “Over-allotment Option”) to purchase, except as the Company may otherwise agreeat their election, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and up to the aggregate principal amount of Contract Optional Securities set forth in such Pricing Agreement, on the terms set forth in the Pricing Prospectus and the Prospectus, as amended or supplemented, for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Securities may not exceed be exercised by written notice from the maximum Representatives to the Company, given within a period specified in the Pricing Agreement, setting forth the aggregate principal amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by the Representatives, but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives and the Company otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contractssuch Pricing Agreement. The principal amount of Optional Securities, if any, to be added to the principal amount of Firm Designated Securities to be purchased by each Underwriter (as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion I to the total principal amount of Contract Securities as applicable Pricing Agreement) shall be, in each case, the principal amount of Optional Securities set forth opposite in the name applicable Pricing Agreement, provided that, if such principal amount of Optional Securities is not set forth in the applicable Pricing Agreement, the principal amount of Optional Securities to be so added shall be, in each case, that proportion of Optional Securities which the principal amount of Firm Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate principal amount set forth in Schedule II hereto, except of Firm Designated Securities (rounded as the Representatives may determine to the extent that you determine that such reduction shall be otherwise than nearest $1,000 in such proportion and so advise the Company in writing; provided, however, that the principal amount). The total principal amount number of Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate principal amount number of Firm Designated Securities set forth in Schedule II hereto less I to such Pricing Agreement plus the aggregate principal amount number of Contract SecuritiesOptional Securities which the Underwriters elect to purchase pursuant to such Pricing Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Everest Reinsurance Holdings Inc), Everest Reinsurance Holdings Inc

Purchase and Sale. The several commitments of the Underwriters to purchase, and the obligation of the Company to sell, Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties of the Company and the Western Gas Parties herein contained and shall be subject to the terms and conditions herein set forth. Payment of the purchase price for, and delivery of, any Firm Securities to be purchased by the Underwriters shall be made at such time and place and on such date as specified in the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 11 hereof) (each such time and date being referred to herein as a “Closing Date”). Payment shall be made to the Company in Federal or other funds immediately available in New York City or by such other means as may be specified in the Terms Agreement against delivery to you for the respective accounts of the Underwriters of the Firm Securities to be purchased by them. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees hereby grants an option to sell the several Underwriters to each Underwriter purchase, severally and not jointly, up to 1,200,000 Additional Securities at the same purchase price per Security as the Underwriters shall pay for the Firm Securities. The option hereby granted may be exercised in whole or in part, at any time from time to time (subject to the immediately succeeding paragraph) upon notice by the Representative to the Company setting forth the number of Additional Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Additional Securities. Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at number of Additional Securities (subject to such adjustments to eliminate fractions of Securities as you may determine) that bears the purchase price set forth in Schedule I hereto, same proportion to the principal amount total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite such Underwriter's its name in Schedule II heretothe applicable Terms Agreement bears to the total number of Firm Securities. Payment of the purchase price for, except thatand delivery of, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Additional Securities to be purchased by the Underwriters are herein sometimes called shall be made at such time (which may be the "Underwriters' Securities" same as the Closing Date but shall in no event be earlier than the Closing Date nor later than ten business days after the giving of the notice hereinafter referred to) and Securities place as shall be designated in a written notice from you to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")of your determination, substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account on behalf of the Underwriters, on to purchase the number, specified in such notice, of Additional Securities, or at such other time as shall be designated in writing by the Underwriters. The time and date of such payment are hereinafter referred to as the “Option Closing Date.” The notice of the determination to exercise the option to purchase Additional Securities and of the Option Closing Date may be given at any time within 30 days after the date of the Terms Agreement. Certificates evidencing the Firm Securities and Additional Securities shall be in definitive, global form and registered in the name of Cede & Co., as nominee for The Depository Trust Company, unless you shall request otherwise in writing not less than two full business days prior to the Closing Date or the Option Closing Date, as the percentage set forth in Schedule I hereto case may be. The certificates evidencing the Firm Securities and Additional Securities shall be delivered to you at the Closing Date or the Option Closing Date, as the case may be, for the respective accounts of the principal amount several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butduly paid, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect against payment of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiespurchase price therefor.

Appears in 2 contracts

Samples: Underwriting Agreement (Anadarko Petroleum Corp), Underwriting Agreement (Western Gas Equity Partners, LP)

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing DateDate (as defined below), the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Aphton Corp), Underwriting Agreement (Aphton Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.you

Appears in 2 contracts

Samples: Underwriting Agreement (Goodyear Tire & Rubber Co /Oh/), Goodyear Tire & Rubber Co /Oh/

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Ametek Inc/), Underwriting Agreement (Ametek Inc/)

Purchase and Sale. Subject On the date specified by Term Loan Agent in such notice (which shall not be less than five (5) Business Days, nor more than ten (10) Business Days, after the receipt by ABL Agent of the notice from Term Loan Agent of the election of the Term Loan Secured Parties to exercise such option), ABL Secured Parties shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to such of the Purchasing Term Loan Secured Parties as are specified in the notice from Term Loan Agent of the election of the Term Loan Secured Parties to exercise such option, and such Purchasing Term Loan Secured Parties shall purchase from ABL Secured Parties, all of the ABL Debt. Notwithstanding anything to the contrary contained herein, in connection with any such purchase and sale, ABL Secured Parties shall retain all rights, if any, under the ABL Documents to be indemnified or held harmless by Grantors in accordance with the terms thereof. In connection with any such purchase and conditions sale, each ABL Secured Party and each Purchasing Term Loan Secured Party shall execute and deliver an assignment and acceptance agreement, in reliance upon the form reasonably acceptable to all parties thereto (but with respect to representations and warranties herein set forththerein, subject to the Company agrees provisions of Section 7.5), pursuant to sell which, among other things, each ABL Lender shall assign to each Underwriter the Purchasing Term Loan Secured Parties such ABL Lender’s pro rata share of the commitments and each Underwriter agreesABL Debt. Upon the consummation of such purchase and sale, severally ABL Agent shall resign as the “Collateral Agent” and not jointly“Administrative Agent” under the ABL Documents and upon the written request of Term Loan Agent, and at the expense of the Purchasing Term Loan Secured Parties, shall execute and deliver all such documents and instruments reasonably requested by Term Loan Agent and/or Purchasing Term Loan Secured Parties to assign and transfer any Collateral, together with any and all rights under deposit account control agreements and collateral access agreements related to Collateral, to purchase from the Company, at applicable successor Agent under the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract SecuritiesABL Documents." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Intercreditor Agreement (Beacon Roofing Supply Inc), Intercreditor Agreement (Beacon Roofing Supply Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyIssuer, at the purchase price set forth in Schedule I hereto, the respective principal amount amounts of the Securities set forth opposite such each respective Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ”. If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company Issuer pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company Issuer may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company Issuer will pay to the Representatives, for the account of the Underwritersunderwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Issuer will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Issuer but, except as the Company Issuer may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Issuer in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (International Business Machines Corp), International Business Machines Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the RepresentativesRepresentative, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: PNC Financial Services Group Inc, PNC Financial Services Group Inc

Purchase and Sale. The Seller hereby appoints the Manager to act as its agent for the purpose of effecting the Sale on the terms and subject to the conditions set out in this Agreement and the Manager accepts such appointment.2 Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company Seller agrees to sell to each Underwriter sell, and each Underwriter the Manager agrees, severally and not jointlyas agent of the Seller, to procure [on a best effort basis] purchasers to purchase []3 Shares (the "Sale Shares") [or, failing which, to purchase from the CompanySale Shares,] at a price of IDR[] per Share (the "Purchase Price")]. [Alternative: use the following alternative language if this Agreement is to be signed before completion of bookbuild] [Subject to the terms and conditions of this Agreement, the Seller agrees to sell, and the Manager agrees, as agent of the Seller, to procure [on a best effort basis] purchasers to purchase the Shares [or, failing which, to purchase the Shares,] at a price per Share (the purchase price "Purchase Price") to be determined pursuant to an accelerated bookbuilding process. The number of Shares to be sold (the "Sale Shares") and the Purchase Price will be subject to agreement by the parties following completion of the bookbuilding process and shall be set forth in Schedule I hereto, the principal amount an executed version of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale Terms of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Sale (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsTerms of Sale"), which shall be substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I Annex A hereto. The Underwriters will not have any responsibility in respect date of execution of the validity or performance Terms of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters Sale shall be the aggregate "Pricing Date". [It is agreed that if the Manager fails to procure purchasers for [minimum number of backstop Shares] Sale Shares (the "Backstop Shares") at or above the price of IDR[] per Share (the "Backstop Price"), the Manager will purchase the Backstop Shares at the Backstop Price.]4] In discharging its obligations in the preceding paragraph, the Manager or its nominees may elect to purchase some or all of the Sale Shares as principal amount set forth from the Seller at the Purchase Price and, in Schedule II hereto less that event, these Sale Shares may be onsold to purchasers at any prices as the aggregate principal amount Manager may determine, without any obligation to notify the Seller of Contract Securitiessuch election or of the number of Sale Shares so purchased or of the prices at which those Sale Shares are sold to purchasers.

Appears in 2 contracts

Samples: Asifma Form Block Trade Agreement, Asifma Form Block Trade Agreement

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each of the Company and the Guarantor agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany and the Guarantor, at the purchase price for the Securities set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company and the Guarantor pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company or the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantor will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company and the Guarantor in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Time Warner Companies Inc, Time Warner Companies Inc

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial [Warrants][Units] set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial [Warrants][Units] pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial [Warrants][Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities [Warrants][Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [Warrants][Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial [Warrants][Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage purchase price set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial [Warrants][Units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial [Warrants][Units] set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial [Warrants][Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial [Warrants][Units] set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial [Warrants][Units] to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Nationsbank Corp), Pricing Agreement (Bank of America Corp /De/)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, from time to time the Company agrees may agree to sell Securities to each an Underwriter, and such Underwriter and each Underwriter agrees, severally and not jointly, may agree to purchase Securities from the Company. Each such agreement shall incorporate the terms of this Agreement and shall be evidenced by the execution and delivery by the Company and the Underwriter of a schedule in the form of Exhibit A hereto appropriately completed to set forth the principal amount, at interest rate(s) or manner of determining the interest rate(s), interest payment dates, purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased and any other terms of the Securities and the purchase thereof (a "Schedule"). Such execution and delivery may be accomplished by Underwriters shall be as set forth in Schedule II hereto less the respective amounts exchange of Contract Securities determined as provided belowtelecopied facsimiles, by telex or by other mutually agreed means. Securities to be purchased by the Underwriters an Underwriter are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Purchased Securities." If so provided Purchased Securities will be represented by a global certificate (the "Book-Entry Securities) registered in Schedule I heretothe name of the depositary (the "Depositary") specified in the Prospectus or by certificates issued in definitive form (the "Certificated Securities"). Each delivery of and payment for Purchased Securities shall be made at the location, on the Underwriters are authorized to solicit offers to purchase Securities from date and at the time specified in the applicable Schedule, which date and time may be postponed by agreement between the purchasing Underwriter and the Company pursuant to delayed (each such date and time of delivery contracts (and payment for the Securities being herein called the "Delayed Delivery ContractsClosing Date"), substantially in the form . Delivery of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay Certificated Securities shall be made to the Representatives, Underwriter and delivery of Book-Entry Securities shall be made to the Trustee as agent for the Depositary for the account of the UnderwritersUnderwriter, on in either case against payment by the Underwriter of the purchase price to or upon the order of the Company in immediately available funds, unless otherwise specified in the applicable Schedule. Certificated Securities shall be registered in such names and in such denominations as the Underwriter may request at least one full business day prior to the applicable Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract have Certificated Securities arranged available for inspection, checking and packaging by the Underwriters have been approved by Underwriter in the Company butcity in which delivery and payment is to occur, except as not later than 2 p.m. Eastern Time, on the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion business day prior to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesapplicable Closing Date.

Appears in 2 contracts

Samples: Underwriting Agreement (Paccar Financial Corp), Underwriting Agreement (Paccar Financial Corp)

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III V hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Sonic Solutions/Ca/), Underwriting Agreement (Sonic Solutions/Ca/)

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement specifies the principal amount of the Senior Securities or Subordinated Securities, or both, the names of the Underwriters participating in the offering (subject to substitution as provided in Section 10 hereof) and the principal amount of Underwritten Securities which each Underwriter severally has agreed to purchase, the purchase price to be paid by the Underwriters for the Underwritten Securities, the initial public offering price, if any, of the Underwritten Securities, any delayed delivery arrangements and any terms of the Underwritten Securities not already specified in the Indenture pursuant to which they are being issued (including, but not limited to, designations, denominations, current ratings, interest rates or formulas and payment dates, maturity dates, redemption provisions and sinking fund requirements). The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, and delivery of, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representatives and the Company, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Underwriters' Securities" and Closing Time"). Unless otherwise specified in the Terms Agreement, payment shall be made to the Company by wire transfer in immediately available funds against delivery to the Representatives for the respective accounts of the Underwriters of the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such denominations ($1,000 or an integral multiple thereof) and registered in such names as the Representatives may request in writing at least two business days before the applicable Closing Time. The Underwritten Securities, which may be in temporary form, will be made available in New York City for examination and packaging by the Representatives on or before the first business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Annex C hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Senior Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsof the types set forth in the Prospectus. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Senior Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Senior Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representatives shall submit to the Company, at least three business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Securities to be purchased by each of them, and the Company will advise the Representatives, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Securities to be covered by each such Delayed Delivery Contract. The principal amount of Senior Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Senior Securities to be purchased by all Underwriters shall be in the aggregate principal total amount set forth in Schedule II hereto of Senior Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesSenior Securities covered by Delayed Delivery Contracts.

Appears in 2 contracts

Samples: Terms Agreement (Borg Warner Automotive Inc), Terms Agreement (Borg Warner Automotive Inc)

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the "Underwriters' Securities" Terms Agreement, at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination by you on or before the first business day prior to the Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contact. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Appears in 2 contracts

Samples: Terms Agreement (International CCE Inc.), Underwriting Agreement (Coca-Cola Enterprises, Inc.)

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Initial Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities Initial Shares pursuant to delayed delivery arrangements, the respective principal amounts of Securities Initial Shares to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities Shares to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Shares to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Initial Shares from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III IV hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage fee set forth in on Schedule I hereto hereto, of the principal amount of the Securities Initial Shares for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount of Initial Shares set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Initial Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Initial Shares set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Initial Shares to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Sonic Solutions/Ca/), Underwriting Agreement (Sonic Solutions/Ca/)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Arco Chemical Co), Atlantic Richfield Co /De

Purchase and Sale. Subject On the date specified by Incremental Term Loan Agent (acting on the directions of the requisite Incremental Term Loan Secured Parties) in such notice (which shall not be less than five (5) Business Days, nor more than twenty (20) days, after the receipt by the First Lien Term Loan Agent of the notice from the Purchasing Incremental Term Loan Secured Parties of their election to the terms and conditions and in reliance upon the representations and warranties herein set forthexercise such option), the Company agrees First Lien Term Loan Secured Parties shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to each Underwriter such of the Purchasing Incremental Term Loan Secured Parties as are specified in the notice from the Purchasing Incremental Term Loan Secured Parties of their election to exercise such option, and each Underwriter agrees, severally and not jointly, to such Purchasing Incremental Term Loan Secured Parties shall purchase from the CompanyFirst Lien Term Loan Secured Parties, at all of the First Lien Term Loan Obligations. Notwithstanding anything to the contrary contained herein, in connection with any such purchase price set forth in Schedule I heretoand sale, the principal amount of First Lien Term Loan Secured Parties shall retain all rights under the Securities set forth opposite First Lien Term Loan Documents to be indemnified or held harmless by the Grantors in accordance with the terms thereof. In connection with any such Underwriter's name purchase and sale, each First Lien Term Loan Lender and each Purchasing Incremental Term Loan Secured Party shall execute and deliver an assignment and acceptance agreement, in Schedule II heretoform reasonably acceptable to all parties thereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangementswhich, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agreeamong other things, each such Delayed Delivery Contract must be for not less than First Lien Term Loan Lender shall assign to the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect Purchasing Incremental Term Loan Secured Parties such First Lien Term Loan Lender’s pro rata share of the validity or performance commitments and First Lien Term Loan Obligations. Upon the consummation of Delayed Delivery Contracts. The principal amount such purchase and sale, the First Lien Term Loan Agent shall resign as the “Administrative and Collateral Agent” under each of Securities the First Lien Term Loan Documents and upon the written request of the Purchasing Incremental Term Loan Secured Parties, and at the expense of the Purchasing Incremental Term Loan Secured Parties, shall execute and deliver all such reasonable documents and instruments requested in writing by the Purchasing Incremental Term Loan Secured Parties to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion assign and transfer any Collateral, together with any and all rights under deposit account control agreements and collateral access agreements related to Collateral, to the total principal amount of Contract Securities as applicable successor Agent under the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesapplicable First Lien Term Loan Documents.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Seventy Seven Energy Inc.)

Purchase and Sale. Subject The obligations of the Underwriters to purchase, and the Company to sell, the Underwritten Securities shall be evidenced by the Terms Agreement. The Terms Agreement shall specify the number of Underwritten Securities to be initially issued (the "Initial Underwritten Securities"), the names of the 3 Underwriters participating in such offering (subject to substitution as provided in Section 8 hereof), the number of Initial Underwritten Securities which each such Underwriter severally agrees to purchase, the price at which the Initial Underwritten Securities are to be purchased by the Underwriters from the Company, the initial public offering price, the time and place of delivery and payment, any delayed delivery arrangements and any other terms of the Initial Underwritten Securities pursuant to which they are being issued (including, but not limited to, designations, conversion provisions, redemption provisions and sinking fund requirements). In addition, each Terms Agreement shall specify whether the Company has agreed to grant to the Underwriters an option to purchase additional Underwritten Securities subject to such option (the "Option Securities"). As used herein, the term Underwritten Securities shall include the Initial Underwritten Securities and all or any portion of the Option Securities agreed to be purchased by the Underwriters as provided herein, if any. The several commitments of the Underwriters to purchase Underwritten Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the Terms Agreement relating to sell any Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters, named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per share as is applicable to the Initial Underwritten Securities. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the Terms Agreement after the Closing Time (as hereinafter defined) relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purchase of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by the Representative(s) to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by the Representative(s), but shall not be later than ten full business days and not earlier than two full business days after the exercise of said option, unless otherwise agreed upon by the Representative(s) and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has agreed to purchase as set forth in Schedule II hereto less the respective amounts related Terms Agreement bears to the total number of Contract Securities determined Initial Underwritten Securities, subject to such adjustments as provided belowthe Representative(s) in (your) (their) discretion shall make to eliminate any sales or purchases of fractional shares. Payment of the purchase price for, and delivery of, any Initial Underwritten Securities to be purchased by the Underwriters are herein sometimes called shall be made at the "Underwriters' Securities" office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, Xxx Xxx Xxxx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000, or at such other place as shall be agreed upon by the Representative(s) and Securities to be purchased the Company, at (9:00) A.M., New York City time, on the third or fourth business day (unless otherwise permitted by the Commission pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided Rule 15e6-1 of the Exchange Act or postponed in Schedule I hereto, accordance with the Underwriters are authorized to solicit offers to purchase Securities from provisions of Section 8) following the date of the Terms Agreement or such other time as shall be agreed upon by the Representative(s) and the Company pursuant (each such time and date being referred to delayed delivery contracts (as a "Delayed Delivery ContractsClosing Time"). In addition, substantially in the form event that any or all of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of Option Securities are purchased by the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto payment of the principal amount purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned office of Fried, Frank, Harris, Xxxxxxx & Xxxxxxxx, or at such other place as shall be agreed upon by the Representative(s) to the Company. Payment shall be made to the Company by wire transfer of immediately available (same-day) funds, against delivery to the Representative(s) for the respective accounts of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Underwritten Securities to be purchased by each Underwriter as set forth in Schedule II hereto them. Certificates for such Underwritten Securities shall be reduced by an amount which shall bear in such denominations and registered in such names as the same proportion Representative(s) may request in writing at least two business days prior to the total principal amount applicable Closing Time or Date of Contract Securities Delivery, as the principal amount case may be. Such certificates or receipts will be made available for examination and packaging by the Representative(s) on or before the first business day prior to Closing Time or Date of Securities set forth opposite Delivery, as the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.case may be. 4

Appears in 2 contracts

Samples: El Paso Natural Gas Co, El Paso Natural Gas Co

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's ’s name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, II to the applicable Pricing Agreement the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (Lincoln National Corp), Underwriting Agreement (Lincoln National Corp)

Purchase and Sale. Subject On the date specified by the Revolving Loan Agent in such notice (which shall not be less than five (5) Business Days, nor more than twenty (20) days, after the receipt by each Term Loan Agent of the notice from the Revolving Loan Agent of its election to the terms and conditions and in reliance upon the representations and warranties herein set forthexercise such option), the Company agrees Term Loan Secured Parties shall, subject to any required approval of any court or other regulatory or governmental authority then in effect, if any, sell to each Underwriter such of the Purchasing Revolving Loan Secured Parties as are specified in the notice from the Revolving Loan Agent of its election to exercise such option, and each Underwriter agrees, severally and not jointly, to such Purchasing Revolving Loan Secured Parties shall purchase from the CompanyTerm Loan Secured Parties, at all of the Term Loan Obligations. Notwithstanding anything to the contrary contained herein, in connection with any such purchase price set forth in Schedule I heretoand sale, the principal amount of Term Loan Secured Parties shall retain all rights under the Securities set forth opposite Term Loan Documents to be indemnified or held harmless by the Grantors in accordance with the terms thereof. In connection with any such Underwriter's name purchase and sale, each Term Loan Lender and each Purchasing Revolving Loan Secured Party shall execute and deliver an assignment and acceptance agreement, in Schedule II heretoform reasonably acceptable to all parties thereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangementswhich, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agreeamong other things, each such Delayed Delivery Contract must be for not less than Term Loan Lender shall assign to the minimum principal amount set forth in Schedule I hereto Purchasing Revolving Loan Secured Parties such Term Loan Lender’s pro rata share of the commitments and Term Loan Obligations. Upon the consummation of such purchase and sale, each of the First Lien Term Loan Agent and the aggregate principal amount of Contract Securities may not exceed Incremental Term Loan Agent shall resign as the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect “Administrative and Collateral Agent” under each of the validity or performance First Lien Term Loan Documents and the Incremental Term Loan Documents and upon the written request of Delayed Delivery Contracts. The principal amount the Revolving Loan Agent, and at the expense of Securities the Revolving Loan Secured Parties, shall execute and deliver all such documents and instruments reasonably requested in writing by the Revolving Loan Agent and/or the Purchasing Revolving Loan Secured Parties to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion assign and transfer any Collateral, together with any and all rights under deposit account control agreements and collateral access agreements related to Collateral, to the total principal amount of Contract Securities as applicable successor Agent under the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesapplicable Term Loan Documents.

Appears in 2 contracts

Samples: Intercreditor Agreement (Seventy Seven Energy Inc.), Intercreditor Agreement

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) the Company agrees to sell 4,000,000 Firm Shares and the Firm Selling Shareholder agrees to each Underwriter sell 200,000 Firm Shares to the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanyCompany and the Firm Selling Shareholders, at a purchase price per share of $_____, the number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Option Selling Shareholders listed on Schedule II hereto agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Option Selling Shareholders, at the purchase price set forth in Schedule I heretoclause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional securities) determined by multiplying such number of Optional Shares by a fraction, the principal amount numerator of which is the Securities set forth opposite maximum number of Optional Shares that such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers Underwriter is entitled to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears in Schedule I hereto, and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase. Each Option Selling Shareholder listed on Schedule II hereto hereby grants to the aggregate principal amount Underwriters an option to purchase at their election up to the number of Optional Shares set forth on Schedule II opposite the name of such Option Selling Shareholder, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised no more than once by written notice from you to the Option Selling Shareholders listed on Schedule II hereto, except to given within a period of 30 days after the extent that you determine that such reduction shall be otherwise than in such proportion and so advise date of this Agreement, setting forth the Company in writing; provided, however, that the total principal aggregate amount of Securities Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by all Underwriters shall be you but in no event earlier than the aggregate principal amount set forth Second Delivery Date (as defined in Schedule II hereto less Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than 10 business days after the aggregate principal amount date of Contract Securitiessuch notice.

Appears in 2 contracts

Samples: Underwriting Agreement (Towne Services Inc), Underwriting Agreement (Towne Services Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into into, and the Guarantor will cause the Company to enter into, Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: PNC Financial Services Group Inc, PNC Financial Services Group Inc

Purchase and Sale. Subject to the terms and conditions and ------------------ in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors institu- tional investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Secu- rities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, -------- however, that the total principal amount of Securities to be purchased by ------- all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Fleet Financial Group Inc, Fleet Financial Group Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon contained herein, throughout the representations and warranties herein set forthentire term of this Agreement, the Company Avfuel agrees to sell to each Underwriter and each Underwriter agreesdeliver, severally and not jointly, Customer agrees to purchase from Avfuel and pay for, the CompanyCustomer’s entire requirements for all aviation fuel products, including, without limitation, SAF, G100UL, and hydrogen based fuel (the “Products”) and other aviation electricity and energy products, including, without limitation, aircraft charging services, charging stations, and charging equipment (the “Alternative Products”) to be handled, stored, used, distributed or sold by Customer or its affiliates at each airport (each an “Airport”) listed in the Special Terms and Conditions, including without limitation those Products and Alternative Products that the Customer is presently using that are identified in the Special Terms and Conditions. If, at any time during the purchase price set forth term of this Agreement the Customer, or any entity controlled by or in Schedule I heretocommon control with Customer, operates any other facility that sells aviation fuels or Alternative Products at a listed Airport (each a “Supplemental FBO”), then Customer shall or shall cause such other entity to enter into a new AVIATION FUEL SUPPLY AGREEMENT with Avfuel (on the same terms and for the same duration as this Agreement) for the supply of 100% of the requirements of the Supplemental FBO for aviation fuel and, to the extent made available at such location by Avfuel, the principal amount supply of 100% of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides requirements of the Supplemental FBO for the sale of Securities pursuant Alternative Products. If Customer requests and Avfuel agrees to delayed delivery arrangements, the respective principal amounts of Securities deliver to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially any location not listed in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements Special Terms and Conditions (each an “Alternate Location”) and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that the terms of delivery to such reduction Alternate Location is not governed by a separate agreement between Avfuel and Customer, delivery to such Alternate Location shall be otherwise than in such proportion and so advise governed by the Company in writingterms of this Agreement; provided, however, that the total principal amount of Securities to be purchased by all Underwriters applicable pricing and taxes for each Alternate Location shall be determined by the aggregate principal amount set forth market price of Products and Alternate Products and applicable taxes at the delivery address of the Alternate Location. Customer represents and warrants that all products and services purchased hereunder will be for commercial purposes and Avfuel has relied on this representation in Schedule II hereto less entering into this Agreement. Avfuel has entered this Agreement with the aggregate principal amount Customer on the expectation and condition that (a) the Customer’s deliveries of Products and Alternative Products at the Delivery Addresses will be limited to deliveries to end users pursuant to direct sales by the Customer to those end users and deliveries to purchasers listed as Contract SecuritiesFuel Customers (a “CFC”) to facilitate direct sales by Avfuel to those CFCs pursuant to Avfuel’s Contract Fuel Program (the “CFD Program”), (b) the Customer will make deliveries of aviation fuel at the Delivery Addresses to purchasers listed as CFCs only pursuant to the CFD Program and will not make direct sales to those CFCs and (c) except for sales pursuant to the CFD Program to purchasers listed as CFCs for brokered resale by those CFCs to end users or resale otherwise brokered through Avfuel, the Customer will not make any deliveries (or hold inventories) of aviation fuel at the Delivery Addresses pursuant to brokered sales (i.e. sales to end users in which a third party receives a brokerage margin or commission or other fee from the Customer or the end user or sales to third parties who resell the fuel to end users). The Customer acknowledges that these conditions are necessary to preserve Avfuel’s continuing investment in developing and maintaining Avfuel’s network and that Customer’s failure to comply with these conditions will result in Avfuel’s exercise of the rights pursuant to Article 11 of the General Terms and Conditions.

Appears in 2 contracts

Samples: Aviation Fuel Supply Agreement, Aviation Fuel Supply Agreement

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the "Underwriters' Securities" Terms Agreement (which, in the case of Securities in bearer form, shall be at a place located outside of the United States), at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Senior Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Senior Debt Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Senior Debt Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Senior Debt Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Senior Debt Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Senior Debt Securities to be covered by each such Delayed Delivery Contact. The principal amount of Senior Debt Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Senior Debt Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Senior Debt Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Senior Debt Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSenior Debt Securities covered by Delayed Delivery Contracts.

Appears in 2 contracts

Samples: Underwriting Agreement (Coca Cola Enterprises Inc), Underwriting Agreement (Bottling Holdings Investments Luxembourg Commandite S.C.A.)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 2 contracts

Samples: Bestfoods, CPC International Inc

Purchase and Sale. Subject The several commitments of the Underwriters to purchase, and the obligation of the Company to sell, Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth. Payment of the purchase price for, and delivery of, any Firm Securities to be purchased by the Underwriters shall be made at such time and place and on such date as specified in the applicable Terms Agreement (unless postponed in accordance with the provisions of Section 9) (each such time and date being referred to as a "Closing Time"). Payment shall be made to the Company in Federal or other funds immediately available in New York City or by such other means as may be specified in the Terms Agreement against delivery to you for the respective accounts of the Underwriters of the Firm Securities to be purchased by them. If so specified in the applicable Terms Agreement, the Company agrees Underwriters shall have a one-time right to sell purchase, severally and not jointly, up to each Underwriter and the number of Additional Securities set forth in the applicable Terms Agreement at the purchase price set forth in the applicable Terms Agreement plus accrued dividends, if any. Additional Securities may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at number of Additional Securities (subject to such adjustments to eliminate fractional shares as you may determine) that bears the purchase price set forth in Schedule I hereto, same proportion to the principal amount total number of Additional Securities to be purchased as the number of Firm Securities set forth opposite such Underwriter's its name in Schedule II heretothe applicable Terms Agreement bears to the total number of Firm Securities. Payment of the purchase price for, except thatand delivery of, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Additional Securities to be purchased by the Underwriters are herein sometimes called shall be made at such time (which may be the "Underwriters' Securities" same as the Closing Time but shall in no event be earlier than the Closing Time nor later than ten business days after the giving of the notice hereinafter referred to) and Securities place as shall be designated in a written notice from you to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")of your determination, substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account on behalf of the Underwriters, on to purchase a number, specified in such notice, of Additional Securities, or at such other time, in any event not later than 30 days after the Closing DateTime, as shall be designated in writing by the percentage set forth in Schedule I hereto Underwriters. The time and date of such payment are hereinafter referred to as the "Option Closing Time". The notice of the principal amount determination to exercise the option to purchase Additional Securities and of the Option Closing Time may be given at any time within 30 days after the date of the Terms Agreement. Certificates evidencing the Firm Securities and Additional Securities shall be in definitive form and registered in such names in such denominations as you shall request in writing not less than two full business days prior to the Closing Time or the Option Closing Time, as the case may be. The certificates evidencing the Firm Securities and Additional Securities shall be delivered to you at the Closing Time or the Option Closing Time, as the case may be, for the respective accounts of the several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butduly paid, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect against payment of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiespurchase price therefor.

Appears in 2 contracts

Samples: 2001 Underwriting Agreement (Anadarko Petroleum Corp), Terms Agreement (Anadarko Petroleum Capital Trust Iii)

Purchase and Sale. Subject (a) Seller hereby agree to sell, convey and assign to Buyer their interests in the renewal rights (the "Renewal Rights" as further defined below) to the terms National Flood Insurance Program Write Your Own insurance policies (“Flood Policies”) listed in Schedule 1(a) hereto (the "Flood Book"), and conditions and in reliance upon the representations and warranties herein set forth, the Company Buyer hereby agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Renewal Rights in exchange for the purchase price set forth described in Section 2. Seller agrees to provide a supplement to Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"1(a), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on no later than one-hundred twenty days after the Closing Date, to identify: (i) those Flood Policies which were quoted by Seller prior to, but which have an effective date after, the percentage set forth Closing Date; and (ii) Flood Policies quoted by Seller after the Closing Date and prior to July 31, 2022 (“Transition Period”), which are issued by Seller to assist in Schedule I hereto an orderly transition of this business for Buyer agents. Seller will not quote any new NFIP Flood Policies after July 31, 2022. (b) "Renewal Rights" means Seller' rights from and after the Closing Date to renew or replace all Flood Policies comprising the Flood Book. For the avoidance of doubt, Buyer acknowledges and agrees that Seller does not have the power or ability to require any policyholder or producer of any policy included in the Flood Book to write or renew any such policy following the Closing Date, upon expiration or otherwise. (c) "Flood Book" shall mean (i) all of Seller' right, title and interest in the Flood Policies; (ii) a complete list of all such insurance policies, policy type, coverage level, premium amount, expiration date for each of the principal amount Flood Policies, which shall be specifically contained within an Excel spreadsheet attached hereto as Schedule 1(a); and (iii) all business data available with National Flood Services pertaining to the Flood Book, which shall be provided by Seller to Buyer upon execution of this Agreement. (d) Buyer shall not assume or be deemed to assume, or become liable in any way for, any obligations or liabilities of Seller, whether related to the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company butFlood Book or not, except as specifically provided herein. Any claims presented on policies bound by Seller prior to or after the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than Closing Date are the minimum principal amount set forth in Schedule I hereto and sole responsibility of Seller. Any claims presented on policies written or renewed by Buyer prior to or after the aggregate principal amount Closing Date are the sole responsibility of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoBuyer. The Underwriters will not have any responsibility in respect Parties recognize and agree that only the Renewal Rights for the Flood Book, and no other aspect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoSeller' operations, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.are being

Appears in 1 contract

Samples: Renewal Rights Agreement (United Insurance Holdings Corp.)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per share set forth in Schedule I heretoon the cover page of the final prospectus supplement, the principal amount of number the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II A attached hereto, except thatplus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. In addition, if Schedule I hereto provides the Company hereby grants to the Underwriters the option to purchase up to 600,000 Option Securities at the same purchase price per share to be paid by the Underwriters to the Company for the Firm Securities as set forth on the cover page of the final prospectus supplement, for the sole purpose of covering over-allotments in the sale of Firm Securities pursuant by the Underwriters. This option may be exercised at any time and from time to delayed delivery arrangementstime, in whole or in part, on or before the respective principal amounts thirtieth (30th) day following the date of the final prospectus supplement, by written notice by you to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time, as reasonably determined by you, when the Option Securities are to be delivered (such date and time being herein sometimes referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date or earlier than the second full New York business day after the date on which the option shall have been exercised nor later than the eighth full New York business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The number of Option Securities to be purchased by Underwriters sold to each Underwriter shall be as set forth in Schedule II hereto less the respective amounts number which bears the same ratio to the aggregate number of Contract Option Securities determined as provided below. Securities to be being purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account number of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount set forth in Schedule II heretototal number of Firm Securities being purchased from the Company, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that to such adjustments to eliminate any fractional shares as the total principal amount of Securities to be purchased by all Underwriters Representatives in their sole discretion shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesmake.

Appears in 1 contract

Samples: UDR, Inc.

Purchase and Sale. Subject to the terms and conditions herein set forth, (a) the Company and in reliance upon the Selling Shareholders, severally and not jointly, agree to sell to each of the Underwriters, and on the basis of the representations and warranties herein of the Company and the Selling Shareholders contained herein, each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Selling Shareholders, at a purchase price per Share of $___, the number of Firm Shares to be purchased by such Underwriter as set forthforth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election, acting through the Representatives, to purchase Optional Shares as provided below, the Company agrees to sell to each Underwriter of the Underwriters, and on the basis of the representations and warranties of the Company contained herein, each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the purchase price per share set forth in Schedule I heretoclause (a) of this Section 2, that portion of the number of Optional Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional securities) determined by multiplying such number of Optional Shares by a fraction, the principal amount numerator of which is the Securities set forth opposite maximum number of Optional Shares that such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers Underwriter is entitled to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears in Schedule I hereto, and the denominator of which is the maximum number of the Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the aggregate principal amount Underwriters the right to purchase at their election that number of Optional Shares at the purchase price per share set forth in Schedule II heretothe first paragraph of this Section 2, except for the sole purpose of covering sales of Shares in excess of the number of Firm Shares. Any such election to purchase Optional Shares shall be made in proportion to the extent that maximum number of Optional Shares to be sold by the Company. Any such election to purchase Optional Securities may be exercised, in whole or in part on one or more occasions, only by written notice from you determine that such reduction shall be otherwise than in such proportion to the Company, given within a period of 30 calendar days after the date of this Agreement and so advise setting forth the Company in writing; provided, however, that the total principal aggregate amount of Securities Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by all Underwriters you but in no event earlier than the First Time of Delivery (as defined in Section 4 hereof) or, unless the Representatives otherwise agrees in writing, earlier than two or later than 10 business days after the date of such notice. Prior to the First Time of Delivery, the Custodian shall be deliver to the aggregate principal amount set forth Company’s transfer agent certificates representing the Selling Shareholders’ Shares, with instructions to cancel such certificates and register such Selling Shareholders’ Shares in Schedule II hereto less the aggregate principal amount name of Contract SecuritiesCede & Co., as the nominee of the Depository Trust Company (“DTC”), on the First Time of Delivery.

Appears in 1 contract

Samples: Underwriting Agreement (Andersons Inc)

Purchase and Sale. Subject to the terms and conditions and in ----------------- reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price per share equal to $______, the percentage set forth opposite such Underwriter's name in Schedule I hereto of the Standby Securities, if any, such percentages to be adjusted as necessary by the Representatives so that no Underwriter shall be obligated to purchase Standby Securities other than in 100-share quantities. The number of Standby Securities shall be reduced by such number of shares reserved for late subscriptions as may be agreed upon between the Company and the Representatives. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees grants an option to sell the several Underwriters to each Underwriter and each Underwriter agreespurchase, severally and not jointly, up to purchase from 150,000 shares in the Company, at the purchase price set forth in Schedule I hereto, the principal amount aggregate of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Option Securities from the Company pursuant at $_____ per share. Said option may be exercised only to delayed delivery contracts cover over-allotments in the sale of the Standby Securities and Common Stock purchased by or for the accounts of the Underwriters upon exercise of Rights. Said option may be exercised in whole or in part at any time on or before the thirtieth day after the Expiration Date upon written or telegraphic notice by you to the Company, setting forth the aggregate number of shares of the Option Securities as to which the several Underwriters are exercising the option and the time and date for the purchase and sale thereof. Such time and date ("Delayed Delivery Contracts"which may not be earlier than two or later than three business days after the date of such notice, and which may be the same as but may not be earlier than the First Closing Date defined in Section 3), substantially or such other time and date as may be agreed upon in the form of Schedule III hereto but with such changes therein as writing by the Company may authorize or approveand you, are herein called the "Option Securities Closing Date". The Underwriters will endeavor to make such arrangements andDelivery of certificates for the shares of Option Securities, as compensation and payment therefor, the Company will pay to the Representatives, for the account of the Underwriters, shall be made as provided in Section 3 hereof on the Option Securities Closing Date, the percentage set forth which may be postponed as provided in Schedule I hereto Section 9 hereof. The number of shares of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Option Securities to be purchased by each Underwriter as set forth in Schedule II hereto on the Option Securities Closing Date shall be reduced by an amount which shall bear the same proportion to percentage of the total principal amount number of Contract Securities as shares of the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Option Securities to be purchased by all the several Underwriters on the Option Securities Closing date as such Underwriter is committed to purchase of the Standby Securities, as adjusted by you in such manner so that no Underwriter shall be obligated to purchase Option Securities other than in 100-share quantities. The Representatives also agree to provide to the Company, Thermedics and Thermo Electron such assistance as they may reasonably request in connection with the Rights Offering. As compensation to the Underwriters for their commitments hereunder, the Company agrees to pay, on the First Closing Date to you, as Representatives for the accounts of the several Underwriters as they may agree, a fee in the amount of $________ (the "Standby Fee"). The Company also agrees to pay, on the First Closing Date to you, as Representatives for the accounts of the several Underwriters as they may agree, a management fee in the amount of $________ (the "Management Fee"). In addition, in respect of the Underwriters' commission for the purchase and resale of the Common Stock, the Company agrees to pay to you, as Representatives for the accounts of the several Underwriters as they may agree, on the First Closing Date, and on the Option Securities Closing Date (to the extent not previously paid), an amount equal to ___ percent (___%) of the aggregate principal amount set forth Subscription Price in Schedule II hereto less respect of (i) all Securities, if any, purchased by the several Underwriters, and (ii) all Common Stock acquired by the Representatives for the accounts of the several Underwriters through the exercise of Rights (the "Take-Up Fee"). Notwithstanding the foregoing, the Company shall not be obligated to pay to the Representatives or the Underwriters, at any time, fees in respect of the Rights Offering which exceed in the aggregate principal 6% of the Subscription Price (as defined in the Prospectus) for each share of Common Stock purchased pursuant to the exercise of Rights (by the Underwriters or otherwise) or pursuant to the terms hereof plus an amount equal to the aggregate purchase price of Contract Rights purchased by the Underwriters, up to $________. The Company and Thermo Electron acknowledge that the several Underwriters may offer to the public Common Stock acquired by the Representatives for their respective accounts through the purchase and exercise of Rights or pursuant to their commitments hereunder to purchase the Securities, if any, at such price or prices which, and at such time or times when, the Representatives in their discretion may determine in accordance with applicable laws, rules and regulations of the Commission, whether or not prior to the Expiration Date, and whether or not for long or short account. Any profits or losses realized upon such sales shall be for the accounts of the several Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Thermedics Detection Inc)

Purchase and Sale. Subject Purchaser hereby agrees to the terms purchase from Seller and conditions and in reliance upon the representations and warranties herein set forth, the Company Seller hereby agrees to sell to each Underwriter Purchaser the undivided interest as tenant-in-common set forth on Schedule I attached hereto and each Underwriter agreesmade a part hereof in and to the motel commonly referred to as Signature Inn ________________ located at ____________________, severally _______ County, ________________ (collectively, the "Project") (the undivided interest in the Project which is being purchased and sold hereunder being referred to herein as the "Transferred Interest" and the undivided interest as tenant-in-common in the Project which will be retained by Seller as of the Closing (as hereinafter defined), as such interest is set forth on Schedule I, being referred to herein as the "Remaining Interest"), which Project consists of (a) the real estate described in Exhibit A attached hereto and made a part hereof (the "Real Estate"), together with all rights, privileges, easements and interests appurtenant thereto, including, but not jointlylimited to, any rights, title and interests in and to any streets or other public ways adjacent to the Real Estate; (b) all improvements located on the Real Estate, which shall include not less than _______________ (____) guest rooms and suites and any and all amenities located on the Real Estate, including, without limitation, any recreational facilities (all such improvements being referred to herein as the "Improvements," and the Real Estate and the Improvements being referred to herein collectively as the "Real Property") (the undivided interest as tenant-in-common in and to the Real Property being purchased and sold hereunder as part of the Transferred Interest being referred to herein as the "Transferred Real Property Interest"); (c) all personal property owned by Seller located on or in the Real Property or used in connection with the operation or maintenance of the Real Property, including, without limitation, all inventory, foodstuffs, alcoholic and non-alcoholic beverages, furniture (including, without limitation, beds, nightstands, chests of drawers, tables, chairs, lobby furniture and outdoor furniture), fixtures, heating, plumbing, ventilating and air conditioning equipment, electrical systems, elevators and other machinery, appliances (including, without limitation, refrigerators, freezers, ice machines, stoves, ranges, and ovens) , vending machines, mini-bars, trade fixtures, office equipment and supplies, tools and maintenance equipment and supplies, fuels, drapery shades and blinds, lamps, chandeliers and other lighting fixtures, rugs, carpets, carpeting and other floor coverings, sculptures and art work, landscaping, linen, case goods, silverware, china, dishes, glassware, computer equipment and hardware, computer software, telephones, telephone systems, televisions and radios and motor vehicles, but excluding all cash and cash equivalents (whether on hand or in reserve or other accounts maintained with third parties) (all such personal property being referred to herein collectively as the "Tangible Personal Property") (the undivided interest as tenant-in-common in and to the Tangible Personal Property being purchased and sold hereunder as part of the Transferred 2 Interest being referred to herein as the "Transferred Tangible Personal Property Interest"); (d) all of Seller's rights and interests in all leases, room rental agreements and other agreements pursuant to which Seller agrees to provide accommodations in, or the use of, the Improvements, or any part thereof, to purchase from guests, licensees or invitees on and after the CompanyClosing Date (as hereinafter defined) (the "Rental and Guest Agreements"); (e) all of Seller's rights, at title and interests in and to the purchase price set forth leases of equipment used in Schedule I heretoor relating to the ownership, the principal amount maintenance, use or operation of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Real Property (the "Underwriters' Securities" Equipment Leases") and Securities the contracts relating to be purchased pursuant the ownership, maintenance, use or operation of the Real Property (the "Service Contracts") (the Equipment Leases and the Service Contracts being referred to Delayed Delivery Contracts hereinafter provided are herein called collectively as the "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Operations Contracts"); and (f) all of Seller's rights, substantially title and interests in and to all intangible property used or useful in connection with the form foregoing, including without limitation, all books, records, plans, specifications, drawings and reports, and all contract rights, guarantees, licenses and permits (including any liquor licenses and permits) and warranties (collectively, the "Intangible Personal Property") (the undivided interest as tenant-in-common in and to the Intangible Personal Property being purchased and sold hereunder as part of Schedule III hereto but with such changes therein the Transferred Interest being referred to herein as the Company may authorize or approve"Transferred Intangible Personal Property") (the Tangible Personal Property, Rental and Guest Agreements, Operations Contracts, and Intangible Personal Property being referred to herein collectively as the "Personal Property") . The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on On the Closing Date, immediately following the percentage set forth in Schedule I hereto Closing, the Remaining Interest will be conveyed to Purchaser, as the general partner of Seller, as a liquidating distribution of Seller (the "Liquidating Distribution") As a result of the principal amount sale and purchase of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except Transferred Interest as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto contemplated hereby and the aggregate principal amount of Contract Securities may not exceed Liquidating Distribution, immediately after the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters Closing, Purchaser will not have any responsibility in respect own the Transferred Interest and the Remaining Interest and therefore One Hundred Percent (100%) of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesProject.

Appears in 1 contract

Samples: Signature Inns Inc/In

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Company the purchase price respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereto at a price equal to $27.645 a share (the “Purchase Price”). Subject to the terms and conditions and in reliance upon the representations and warranties set forth herein, the principal Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 10,500,000 Additional Shares at the Purchase Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Securities set forth opposite such Underwriter's name Underwriters in Schedule II hereto, except that, if Schedule I hereto provides for whole or from time to time in part by giving written notice not later than 30 days after the sale date of Securities pursuant to delayed delivery arrangements, this Agreement. Any exercise notice shall specify the respective principal amounts number of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Additional Shares to be purchased by the Underwriters and the date on which such shares are herein sometimes called to be purchased. Each purchase date must be at least one business day after the "Underwriters' Securities" written notice is given and Securities may not be earlier than the closing date for the Firm Shares or later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto(an “Option Closing Date”), the Underwriters are authorized to solicit offers each Underwriter agrees, severally and not jointly, to purchase Securities from the Company pursuant number of Additional Shares (subject to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in such adjustments to eliminate fractional shares as Xxxxxx Xxxxxxx may determine) that bears the form same proportion to the total number of Schedule III hereto but with Additional Shares to be purchased on such changes therein Option Closing Date as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account number of the Underwriters, on the Closing Date, the percentage Firm Shares set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount number of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesFirm Shares.

Appears in 1 contract

Samples: Underwriting Agreement (Southwest Airlines Co)

Purchase and Sale. Subject to the terms and conditions set forth in the Prospectus as amended or supplemented, and in reliance upon the representations and warranties herein set forth, the Company agrees Offerors agree to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyOfferors, at the purchase price set forth in Schedule I heretoII to the applicable Pricing Agreement, the principal amount or number of shares of the Firm Designated Securities set forth opposite such Underwriter's name in Schedule II heretoI to the applicable Pricing Agreement. The Offerors may specify in the Pricing Agreement applicable to any Designated Securities that the Offerors thereby grant to the Underwriters the right (an "Over-allotment Option") to purchase at their election up to the number of Optional Designated Securities set forth in such Pricing Agreement, except thaton the terms set forth in the paragraph above, if Schedule I hereto provides for the sole purpose of covering over-allotments in the sale of the Firm Designated Securities. Any such election to purchase Optional Designated Securities pursuant may be exercised only by written notice from the Underwriters to delayed delivery arrangementsthe Offerors, given within a period specified in the respective principal amounts Pricing Agreement, setting forth the aggregate number of Optional Designated Securities to be purchased and the date on which such Optional Designated Securities are to be delivered, as determined by the Underwriters shall be but in no event earlier than the First Time of Delivery (as defined in Section 3 hereof) or, unless the Underwriters and the Offerors otherwise agree in writing, earlier than or later than the respective number of business days after the date of such notice set forth in Schedule II hereto less the respective amounts such Pricing Agreement. The number of Contract Securities determined as provided below. Optional Designated Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay added to the Representatives, for the account number of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Firm Designated Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion I to the total principal amount Pricing Agreement applicable to such Designated Securities shall be, in each case, the number of Contract Optional Designated Securities as which each of the principal amount Offerors has been advised by the Underwriters have been attributed to such Underwriter, provided that, if each of the Offerors has not been so advised, the number of Optional Designated Securities set forth opposite to be so added shall be, in each case, that proportion of Optional Designated Securities which the name number of Firm Designated Securities to be purchased by such Underwriter under such Pricing Agreement bears to the aggregate principal amount set forth in Schedule II hereto, except number of Firm Designated Securities (rounded as the Underwriters may determine to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the nearest 100 securities). The total principal amount number of Designated Securities to be purchased by all the Underwriters pursuant to such Pricing Agreement shall be the aggregate principal amount number of Firm Designated Securities set forth in Schedule II hereto less I to such Pricing Agreement plus the aggregate principal amount number of Contract SecuritiesOptional Designated Securities which the Underwriters elect to purchase.

Appears in 1 contract

Samples: 46 Purchase Contract Agreement (Lincoln National Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at the purchase price for the Debt Securities set forth in Schedule I hereto, the principal amount of the Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts of Debt Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Debt Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Debt Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Debt Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Company, ATC or WCI may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Debt Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company and the Guarantors will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Debt Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Debt Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Debt Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Warner Communications Inc

Purchase and Sale. The Seller hereby appoints the Manager to act as its agent outside the Philippines for the purpose of effecting the Sale to persons or entities who are not Philippine Nationals or residents on the terms and subject to the conditions set out in this Agreement and the Manager accepts such appointment.2 Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company Seller agrees to sell to each Underwriter sell, and each Underwriter the Manager agrees, severally and as agent of the Seller, to procure [on a best effort basis] purchasers who are not jointlyPhilippine nationals or residents to purchase [l]3 Shares (the "Sale Shares ") [or, failing which, to purchase from the CompanySale Shares,] at a price of [l] per Share (the "Purchase Price")]. [Alternative: use the following alternative language if this Agreement is to be signed before completion of bookbuild] [Subject to the terms and conditions of this Agreement, the Seller agrees to sell, and the Manager agrees, as agent of the Seller, to procure [on a best effort basis] purchasers who are not Philippine nationals or residents to purchase the Shares [or, failing which, to purchase the Shares,] at a price per Share in accordance with the purchase price Block Sale Rules (the "Purchase Price") to be determined pursuant to an accelerated bookbuilding process. The number of Shares to be sold (the "Sale Shares") and the Purchase Price will be subject to agreement by the parties following completion of the bookbuilding process and shall be set forth in Schedule I hereto, the principal amount an executed version of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale Terms of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called Sale (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery ContractsTerms of Sale"), which shall be substantially in the form set forth in Annex A hereto. [Subject to the approval of Schedule III hereto but with such changes therein the Philippine Stock Exchange of the Sale, the] date of execution of the Terms of Sale shall be the "Pricing Date". [It is agreed that if the Manager fails to procure purchasers for [minimum number of backstop Shares] Sale Shares (the "Backstop Shares") at or above the price of Php [l] per Share (the "Backstop Price"), the Manager will purchase the Backstop Shares at the Backstop Price.]4]  In discharging its obligations in the preceding paragraph, the Manager or its nominees may elect to purchase some or all of the Sale Shares as principal from the Seller at the Purchase Price and, in that event, these Sale Shares may be onsold to purchasers at any prices as the Company Manager may authorize determine, without any obligation to notify the Seller of such election or approveof the number of Sale Shares so purchased or of the prices at which those Sale Shares are sold to purchasers. The Underwriters will endeavor to make such arrangements andPurchase Price does not include, and the purchasers are responsible for and shall pay brokerage (if any), fees imposed by the Philippine Stock Exchange "),and Philippine stamp duty at the rate of [●]% as compensation therefor, may be applicable and payable by purchasers. Save for the Company will pay to the Representatives, stock transaction tax that shall be for the account of the UnderwritersSeller, any other applicable taxes and costs shall be for the account of the purchasers. [ECM TO REVIEW] The stock transaction tax of [●]% shall be payable by the Seller. Closing [SETTLEMENTS / ECM TEAM TO REVIEW] The closing of the Sale (the "Closing") shall take place on the [l] business day after [the date of this Agreement] [the Pricing Date] or at such other time and/or date as the Seller and the Manager agree (the "Closing Date, "). Closing and execution shall be executed only through the percentage set forth in Schedule I hereto facilities of the principal amount Philippine Stock Exchange during trading hours through a Trading Participant/s licensed and accredited by the Philippine Stock Exchange (a “TP”) in accordance with the rules and regulations of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesPhilippine Stock Exchange.

Appears in 1 contract

Samples: asifma.org

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of "Contract Securities Securities" (as hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided delayed delivery contracts are herein sometimes called "Contract Securities." If so provided in Schedule I heretoI, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter entering into of Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by shall in each case be subject to the Company but, except Company's approval and acceptance. Except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. I. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoII, except to the extent that you the Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities, and provided, further, that the Securities shall be issued in authorized denominations only.

Appears in 1 contract

Samples: Underwriting Agreement (Willamette Industries Inc)

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Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the 8 8 form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Sherwin Williams Co

Purchase and Sale. Subject Purchaser agrees to the terms purchase and conditions and in reliance upon the representations and warranties herein set forth, the Company Seller agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, those certain eighteen (18) self-service storage facilities ("Facilities") set forth on Exhibit A at the price of Thirty Four Million Dollars ($34,000,000.00) ("Purchase Price"). Included in the purchase price set forth is the real property on which the Facilities are situated, and all appurtenant rights thereto, and all of the personal property (excluding cash) owned by Seller and used in Schedule I heretoconnection with the operation of the Facilities, including without limitation, all fixtures, furniture, building supplies, equipment, machinery, the principal amount of the Securities set forth opposite such Underwriter's trade name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant Facilities and computer software and licenses, as well as any intangibles including without limitation the telephone numbers, and guarantees, warranties, permits, and licenses similarly owned and/or used by Seller. Seller shall assign to delayed delivery arrangements, Purchaser and give to Purchaser the respective principal amounts of Securities right to be purchased by Underwriters shall be as set forth in Schedule II hereto less use at the respective amounts of Contract Securities determined as provided below. Securities to be purchased by Facilities the Underwriters are herein sometimes called names under which the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with Facilities currently operate until such changes therein time as the Company may authorize or approve. The Underwriters will endeavor to make yellow page ads expire for each such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on location (which must be after the Closing Date), and Seller may continue to use such trade name for its Painesville and Gahanna, Ohio facilities. The real property is described on Exhibits Al-A18 attached hereto. Within seven (7) days from the percentage date hereof, Seller and Purchaser will use their best efforts to agree upon that portion of the Purchase Price that will be allocated for each site, which agreed allocations will be shown on Exhibit A19. The personal property is described on Exhibits APl-AP18 attached hereto. Within seven (7) days from the date hereof, Seller and Purchaser will use their best efforts to agree upon that portion of the Purchase Price that will be allocated for the personal property for each site, which agreed allocation will be shown on Exhibit AP19t, and Three Hundred Thousand Dollars ($300,000) of which shall be allocated to the personal property owned by Liberty Self Stor II, Ltd. The agreement for the allocations of the Purchase Price set forth above is a condition precedent to the closing of this transaction. The real property and the personal property at an individual Facility are collectively referred to as the "Property" and the real property and personal property at all Facilities are collectively referred to as the "Properties". Within ten (10) days after the Effective Date (hereinafter defined) Seller shall provide to Purchaser a list of all personal property owned by Seller and used in Schedule I hereto connection with the operation of the principal amount Facilities and such shall be part of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesProperty.

Appears in 1 contract

Samples: Contract (Liberty Self Stor Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter of the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the a purchase price set forth in Schedule I heretoof [•]% of the principal amount thereof (the “Purchase Price”), the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Firm Securities set forth opposite the name of such Underwriter bears Underwriters in Schedule I hereto. Subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, at their election, up to US$[•] aggregate principal amount of Option Securities at the Purchase Price, solely to cover over-allotments, if any. The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount set forth in Schedule II heretoof Option Securities plus accrued interest as to which the option is being exercised and the date and time when the Option Securities are to be delivered and paid for, except which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the [thirtieth (30th)] calendar day immediately following, and including, the Closing Date. Any such notice shall be given at least two (2) business days prior to the extent date and time of delivery specified therein; provided that you determine that if the time and delivery of such reduction option securities specified in such notice is the Firm Closing Date, such notice may be given on one (1) business day prior to the Firm Closing Date. The principal amount of Option Securities to be purchased by each Underwriter shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that same percentage of the total principal amount of Option Securities to be purchased by all Underwriters as such Underwriter is purchasing of the Firm Securities, subject to such adjustments as you in your absolute discretion shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate make to eliminate any fraction of US$1,000 principal amount of Contract the Offered Securities.

Appears in 1 contract

Samples: Underwriting Agreement (iQIYI, Inc.)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Purchased Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Purchased Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto hereto, less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage compensation set forth in Schedule I hereto of the principal amount of the with respect to Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into make Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto hereto, less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Archer Daniels Midland Co

Purchase and Sale. Subject On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Transferor agrees to cause the Company agrees Trust to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price except as set forth in Schedule I heretoSection 9 below, to purchase the respective initial principal amount of the Securities Class B Certificates set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to at a purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form price of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account ______% of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretothereof. The Underwriters Class B Certificates will not have any responsibility initially be represented by one or more certificates representing $________, aggregate initial principal amount, each of which will be registered in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of Cede & Co., the nominee of The Depository Trust Company ("DTC") (such Underwriter bears certificates, the "DTC Certificates"). The interests of beneficial owners of the DTC Certificates will be represented by book entries on the records of DTC and participating members thereof. Definitive certificates evidencing the Class B Certificates will be available only under the limited circumstances specified in the Pooling and Servicing Agreement. Delivery of the DTC Certificates shall be made to the aggregate principal amount set forth accounts of the several Underwriters at the office of DTC, 55 Water Street, 49th Floor, New York, New Yorx 00000, xxxxxxx xxxxxxx xx xxx xxxxxxx Xxxxxxxxxxxx of the purchase price therefor to or upon the order of Transferor in Schedule II heretoimmediately available funds at the office of Stroock & Stroock & Lavan, except New York, New York at 10:00 a.m., New York xxxx, on ______________, 1996, or at such other time not later than seven full business days thereafter as Transferor and the Underwriters determine, such time being herein referred to as the "Closing Date". The certificates evidencing the DTC Certificates will be made available for checking at the office of Stroock & Stroock & Lavan at Seven Hanover Square, New York, New York 00000, at least 24 hours prior to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract SecuritiesClosing Date.

Appears in 1 contract

Samples: Mellon Bank Premium Finance Master Trust

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price set forth of (i) $24.50 per depositary share for shares sold to institutional investors and (ii) $24.2125 per depositary share for shares sold to other investors (in Schedule I heretoeach case, the principal amount “Purchase Price”), the number of the Underwritten Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforIn addition, the Company will pay agrees to issue and sell the Option Securities to the Representativesseveral Underwriters as provided in this Agreement, for the account of and the Underwriters, on the Closing Datebasis of the representations, the percentage warranties and agreements set forth in Schedule I hereto of herein and subject to the principal conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company the Option Securities at the Purchase Price less an amount of per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities for which Delayed Delivery Contracts are madebut not payable on the Option Securities. Delayed Delivery Contracts If any Option Securities are to be with institutional investors including commercial and savings bankspurchased, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales the number of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Option Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of Option Securities which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Option Securities being purchased as the principal amount number of Underwritten Securities set forth opposite the name of such Underwriter in Schedule II hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise number of Underwritten Securities being purchased from the Company in writing; providedby the several Underwriters, subject, however, that to such adjustments to eliminate any fractional Securities as the total principal amount Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time when the Option Securities are to be purchased by all Underwriters delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined), but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). Any such notice shall be given at least one business day prior to the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount date and time of Contract Securitiesdelivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Jackson Financial Inc.)

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Underwriters' Securities" and Closing Time"). Except as indicated in the applicable Terms Agreement, payment shall be made to the Company by wire transfer in same-day funds against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them. Such Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by the Representatives on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but Exhibit B hereto, with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsof the types which will be set forth in the applicable prospectus supplement included in the Final Prospectus. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representatives are to submit to the Company, at least two business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise the Representatives, at least one business day prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contract. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Appears in 1 contract

Samples: Terms Agreement (Tandy Corp /De/)

Purchase and Sale. Subject On the basis of the representations and warranties contained herein and subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price set forth in Schedule I hereto4, the principal amount number of the Firm Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto 1 opposite the name of such Underwriter, plus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof. In addition, the Company hereby grants to the Underwriters the option to purchase up to 2,887,500 Option Securities at the price set forth in Schedule 4, less an amount equal to the respective amounts dividends payable or paid to the holders of Contract the Firm Securities determined but not payable to the holders of the Option Securities. This option may be exercised by the Representatives, on behalf of the Underwriters, at any time and from time to time, in whole or in part on or before the 30th day following the date of this Agreement to cover over-allotments, by written notice to the Company. Such notice shall set forth the aggregate number of Option Securities as provided below. to which the option is being exercised and the date and times when the Option Securities are to be purchased by delivered (such date and time being herein referred to as the Underwriters are herein sometimes called “Option Closing Time”); provided, however, that the "Underwriters' Securities" Option Closing Time shall not be earlier than (i) the Closing Time or (ii) the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised (unless the Representatives and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"otherwise agree in writing or such time and date are postponed in accordance with the provisions of Section 10 hereof), substantially in . If settlement of the form of Schedule III hereto but with such changes therein as Option Securities occurs after the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation thereforClosing Time, the Company will pay deliver to the RepresentativesRepresentatives on each Option Closing Time, for and the account obligation of the UnderwritersUnderwriters to purchase the Option Securities shall be conditioned upon receipt of, on supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered at the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are Time pursuant to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsSection 5 hereof. The Company will enter into Delayed Delivery Contracts in all cases where sales number of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Option Securities to be purchased by sold to each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Option Securities being purchased as the principal amount number of Firm Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 10 hereof) bears to the aggregate principal amount set forth in Schedule II heretototal number of Firm Securities being purchased from the Company, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that to such adjustments to eliminate any fractional shares as the total principal amount of Securities to be purchased by all Underwriters Representatives in their sole discretion shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesmake.

Appears in 1 contract

Samples: Underwriting Agreement (Simon Property Group L P /De/)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set 6 forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedPROVIDED, howeverHOWEVER, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Goodyear Capital Trust I

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, Fort James and the Company agrees agree to cause the Pass Xxxough Trustee to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyPass Through Trustee, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities Certificates set forth opposite such each Underwriter's name in Schedule II hereto, plus any additional principal amount of Certificates which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, except that, if Schedule I hereto provides for the sale of Securities Certificates pursuant to delayed delivery arrangements, the respective principal amounts of Securities Certificates to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities Certificates to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities Certificates to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities Certificates from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), [substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. .] The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities Certificates for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Certificates to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Certificates set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities Certificates to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Fort James Corp)

Purchase and Sale. Subject to the terms and conditions and in ----------------- reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Underwritten Securities set ---------- forth opposite such Underwriter's name in Schedule II hereto, except that, ----------- if Schedule I hereto provides for the sale of Securities pursuant to ---------- delayed delivery arrangements, the respective principal amounts of Underwritten Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as ----------- hereinafter defined) determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Underwritten ------------- Securities" and Securities to be purchased pursuant to Delayed Delivery ---------- Contracts as hereinafter provided are herein called "Contract Securities." If ------------------- [In addition, subject to the terms and conditions herein set forth, the Company may grant, if so provided in Schedule I heretoI, an option to the ---------- Underwriters, severally and not jointly, to purchase up to the number or aggregate principal amount, as the case may be, of the Option Underwritten Securities set forth therein at a price per Option Underwritten Security equal to the price per Initial Underwritten Security, less an amount equal to any dividends or distributions declared by the Company and paid or payable on the Initial Underwritten Securities but not payable on the Option Underwritten Securities. Such option, if granted, will expire 30 days after the date of this Underwriting Agreement, and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company setting forth the number or aggregate principal amount, as the case may be, of Option Underwritten Securities as to which the several Underwriters are authorized to solicit offers to purchase Securities from then exercising the Company pursuant to delayed option and the time, date and place of payment and delivery contracts ("Delayed Delivery Contracts"), substantially in the form for such Option Underwritten Securities. Any such time and date of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to payment and delivery shall be determined by the Representatives, for but shall not be later than seven full business days after the account exercise of said option, nor in any event prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, on the Closing Dateseverally and not jointly, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an purchase that amount which shall bear the same proportion to the total principal amount of Contract Option Underwritten Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount of Securities set forth in Schedule II hereto, except to the extent that you determine that such ----------- reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.]

Appears in 1 contract

Samples: Underwriting Agreement (Loews Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Issuer the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Underwritten Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides at a price per share (the “Purchase Price”) of $48.75; it being understood that the aggregate purchase price for the sale of Securities pursuant to delayed delivery arrangementsUnderwritten Shares is $1,218,750,000. In addition, the respective principal amounts of Securities Issuer agrees to be purchased by issue and sell the Option Shares to the several Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" in this Agreement, and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Datebasis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, solely to cover over-allotments, severally and not jointly, from the Issuer, the percentage set forth in Schedule I hereto of Option Shares at the principal Purchase Price less an amount of per share equal to any dividends or distributions declared by the Securities for which Delayed Delivery Contracts are madeIssuer and payable on the Underwritten Shares but not payable on the Option Shares. Delayed Delivery Contracts If any Option Shares are to be with institutional investors including commercial and savings bankspurchased, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales the number of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Option Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of Option Shares which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Securities Option Shares being purchased as the principal amount number of Securities Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate principal amount set forth in Schedule II heretonumber of Underwritten Shares being purchased from the Issuer by the several Underwriters, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that to such adjustments to eliminate any fractional Securities as the total principal amount Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of Securities the Prospectus, by written notice from the Representatives to the Issuer. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased by all Underwriters delivered (the “Additional Closing Date”) and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of this Agreement). Any such notice shall be given at least two business days prior to the aggregate principal amount set forth in Schedule II hereto less date and time of delivery specified therein (unless such date and time is the aggregate principal amount of Contract Securitiessame date and time as the Closing Date).

Appears in 1 contract

Samples: Apollo Global Management, Inc.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthof this Agreement, the Company (a) Indevus hereby agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount Helsinn an [*] per year of API for each rolling [*] period of the Securities set forth opposite Initial Term commencing after the [*] and expiring after Indevus has purchased from Helsinn [*] of API (the “Minimum Purchase Requirement”), and (b) Helsinn agrees to manufacture and supply API exclusively to Indevus and/or Indevus’ designee, pursuant to purchase orders placed by Indevus from time to time, for all purposes, including without limitation, subsequent formulation, encapsulating, tabletting, packaging and commercial sale by Indevus and/or Indevus’ designees and for certain clinical and other purposes in the Territory. Helsinn shall supply the API in appropriate bulk containers. Subject to the last sentence of this Section 2.1, in the event that for any calendar year commencing on the [*] of the [*] of the[*], Indevus does not satisfy the Minimum Purchase Requirement, Indevus shall pay Helsinn the Helsinn Payment on the number of batches required to meet the Minimum Purchase Requirement for such Underwriter's name in Schedule II hereto, except thatyear that were not purchased. For example, if Schedule I hereto provides during the calendar year commencing on the [*] anniversary of the [*] of the[*] (the [*] Contract Year”), Indevus purchases [*], but during the prior calendar year Indevus had purchased at least [*], Indevus will have satisfied the Minimum Purchase Requirement for the sale of Securities pursuant to delayed delivery arrangements, [*] Contract Year and no Helsinn Payment would be due for the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of [*] Contract Securities determined as provided belowYear. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representativeshowever, for the account prior calendar year Indevus had purchased [*], Indevus would not have satisfied the Minimum Purchase Requirement for the [*] Contract Year and a Helsinn Payment for [*] would be due for the [*] Contract Year. In the event that before the end of any calendar year commencing on the [*] anniversary of the Underwriters[*] of the [*], Indevus notifies Helsinn of its inability to purchase, by the end of each rolling two year period, the number of batches required to meet in aggregate the Minimum Purchase Requirement for the applicable period, Indevus shall pay Helsinn [*] percent ([*]%) of the Helsinn Payment on the Closing Date, number of batches required to meet the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts Minimum Purchase Requirement that are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth Indevus in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.next calendar year if Helsinn [*] said Helsinn Payment [*]

Appears in 1 contract

Samples: Api Supply Agreement (Indevus Pharmaceuticals Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) each of the Company Selling Stockholders agrees, severally and not jointly, to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share as set forth in Schedule I hereto, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule V hereto by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from all of the Selling Stockholders hereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Stockholder specified in Schedule V hereto (the "Specified Selling Stockholder") agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanySpecified Selling Stockholder, at the purchase price per share as set forth in Schedule I hereto, the principal amount that portion of the Securities set forth opposite number of Optional Shares as to which such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities election shall have been exercised (to be purchased adjusted by Underwriters shall be you so as set forth in Schedule II hereto less to eliminate fractional shares) determined by multiplying such number of Optional Shares by a fraction the respective amounts numerator of Contract Securities determined as provided below. Securities to be purchased by which is the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers maximum number of Optional Shares which such Underwriter is entitled to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Specified Selling Stockholder in Schedule V hereto hereby grants to the Underwriters the right to purchase at their election up to 2,436,000 Optional Shares, at the purchase price per share set forth in the paragraph above, for the sole purpose of covering overallotments in the sale of the Firm Shares. Any such election to purchase Optional Shares may be exercised from time to time by written notice from you to an Attorney-in-Fact, given within a period of 30 calendar days after the Execution Time and setting forth the aggregate principal amount number of Contract SecuritiesOptional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event (i) earlier than the First Time of Delivery (as defined in Section 4 hereof) or, (ii) unless you and an Attorney-in-Fact otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.

Appears in 1 contract

Samples: Carnival Corp

Purchase and Sale. Subject The several commitments of the Underwriters to ----------------- purchase securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at the place set forth in the applicable Terms Agreement, or at such other place as shall be agreed upon by the Representatives and the Company, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or such other time as shall be agreed upon by the Representatives and the Company (each such time and date being referred to as a "Underwriters' Securities" and Closing Time"). Except as indicated in the applicable Terms Agreement, payment shall be made to the Company by wire transfer in same-day funds against delivery to the Representatives for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them. Such Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least two business days prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or shall be in global or bearer form as permitted by the Indenture. Such Securities." , which may be in temporary form, will be made available for examination and packaging by the Representatives on or before the first business day prior to Closing Time. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III hereto but Exhibit B hereto, with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the RepresentativesRepresentatives at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the a fee equal to that percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsof the types which will be set forth in the applicable prospectus supplement included in the Final Prospectus. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The Representatives are to submit to the Company, at least two business days prior to Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise the Representatives, at least one business day prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contract. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the applicable Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion Representatives to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the applicable Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Appears in 1 contract

Samples: Terms Agreement (Boston Scientific Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Trust agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the CompanyTrust, at the purchase price set forth in Schedule I hereto, hereto the principal liquidation amount of the Preferred Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Preferred Securities pursuant to delayed delivery arrangements, the respective principal liquidation amounts of Preferred Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities (as defined) determined as provided below. Preferred Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Preferred Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Preferred Securities from the Company Trust pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company Offerors may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal liquidation amount of the Preferred Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company Offerors will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company Offerors but, except as the Company Offerors may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal liquidation amount set forth in Schedule I hereto and the aggregate principal liquidation amount of Contract Securities may not exceed the maximum aggregate principal liquidation amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal liquidation amount of Preferred Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal liquidation amount of Contract Securities as the principal liquidation amount of Preferred Securities set forth opposite the name of such Underwriter bears to the aggregate principal liquidation amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company Offerors in writing; provided, however, that the total principal liquidation amount of Preferred Securities to be purchased by all Underwriters shall be the aggregate principal liquidation amount set forth in Schedule II hereto less the aggregate principal liquidation amount of Contract Securitiessecurities.

Appears in 1 contract

Samples: Suntrust Banks Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of such Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts principal amount of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided pro vided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion equal to the total principal amount of Contract Securities as multiplied by a fraction, the numerator of which is the principal amount of Securities set forth opposite the name of such Underwriter bears to and the denominator of which is the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Cytec Industries Inc/De/

Purchase and Sale. Subject The Company and each Selling Stockholder hereby agrees to issue and sell the Firm Shares to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company and each Selling Stockholder herein contained and subject to all the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called $[______] per Share (the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contractsprice per Share"), substantially in the form number of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities Firm Shares set forth opposite the name of such Underwriter bears in Schedule I hereto. The Company [Selling Stockholders] [Company and the Selling Stockholders] hereby also agrees to sell to the aggregate principal amount Underwriters, and, upon the basis of the representations, warranties and agreements of the Company [Selling Stockholders] [Company and the Selling Stockholders] herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Final Prospectus to purchase from the Company [Selling Stockholders] [Company and the Selling Stockholders] up to [_______] Additional Shares at the purchase price per Share for the Firm Shares. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in Schedule II heretoconnection with the offering of the Firm Shares. If any Additional Shares are to be purchased, except each Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments as you may determine to avoid fractional shares) that bears the same proportion to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount number of Securities Additional Shares to be purchased by all the Underwriters shall be as the aggregate principal amount number of Shares set forth opposite the name of such Underwriter in Schedule II I hereto less bears to the aggregate principal amount total number of Contract SecuritiesShares. The option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Final Prospectus, but no more than once, and shall close on the date indicated by the Representatives (the "Date of Delivery").

Appears in 1 contract

Samples: Underwriting Agreement (Delta Financial Corp)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthherein, the Company agrees to issue and sell to each Underwriter the Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase • Treasury Shares from the CompanyCompany at the price of $ • per share. The Company hereby grants to the Underwriters the right to purchase at their election up to • Optional Shares, at the purchase price set forth for the purpose of covering sales of shares in Schedule I hereto, the principal amount excess of the Securities set forth opposite number of Treasury Shares. Any such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers election to purchase Securities from Optional Shares may be exercised only by written notice to the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")Company, given within a period of 30 calendar days after the Closing Date, substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto as Annex IV hereto, setting forth the aggregate number of Optional Shares to be purchased; and (ii) the principal amount of the Securities for date on which Delayed Delivery Contracts are made. Delayed Delivery Contracts such Optional Shares are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsdelivered. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall hereunder will be reduced delivered by an amount which shall bear or on behalf of the same proportion Company to RBC for the total principal amount account of Contract Securities as the principal amount of Securities set forth opposite the name each Underwriter, against payment by or on behalf of such Underwriter bears of the purchase price therefor by wire transfer of same-day funds to the aggregate principal amount set forth accounts specified by the Company to RBC at least forty-eight hours in Schedule II hereto, except advance by causing CDS to credit the Shares to the extent that you determine that account of RBC at CDS or to deliver against payment therefore one or more share certificates representing the aggregate number of Shares being purchased and to register such reduction share certificate or certificates as directed by RBC. The time and date of such delivery and payment shall be otherwise than in be, with respect to the Treasury Shares, 8:00 a.m., Toronto time, on • , 2006 or such proportion other time and so advise date as RBC and the Company may agree upon in writing; provided, howeverprovided that in no event shall such date be later than • , that 2006, and, with respect to the total principal amount Optional Shares, • a.m., Toronto time, on the date specified by RBC in the written notice given by RBC of Securities the Underwriters' election to purchase such Optional Shares, or such other time and date as RBC and the Company may agree upon in writing. Such time and date for delivery of the Treasury Shares is herein called the "First Time of Delivery", such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein called the "Second Time of Delivery", and each such time and date for delivery is herein called a "Time of Delivery". The documents to be purchased delivered at each Time of Delivery by or on behalf of the parties hereto will be delivered at the offices of Gowling Xxxxxxx Xxxxxxxxx LLP, 0 Xxxxx Xxxxxxxx Xxxxx, Xxxxx 0000, 000 Xxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx X0X 0X0 (the "Closing Location"), and the Shares will be delivered at the office of CDS or its designated custodian or as may be directed by RBC, all Underwriters shall at such Time of Delivery. A meeting will be held at the aggregate principal amount set forth in Schedule II hereto less Closing Location at 4:00 p.m., Toronto time, on the aggregate principal amount Business Day prior to the Time of Contract SecuritiesDelivery, at which meeting the final drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto.

Appears in 1 contract

Samples: Hostopia.com Inc.

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (i) the Company agrees to sell to each Underwriter the Representatives and each other Underwriter, and the Representatives and each other Underwriter agree, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of the Firm Debt Securities set forth opposite their respective names in Schedule II hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Debt Securities as hereinafter provided in this Section 2, the Company agrees to sell to the Representatives and each other Underwriter, and the Representatives and each other Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the portion of the principal amount of Option Debt Securities as to which such election shall have been exercised (adjusted by Salomon Smith Barney Inc. so as to ensure issuance of authorxxxx xxxxxxxxtions) determined by multiplying such amount by a fraction, the numerator of which is the maximum amount of Option Debt Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for and the sale denominator of which is the maximum amount of Debt Securities pursuant to delayed delivery arrangements, the respective principal amounts which all of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities entitled to be purchased pursuant purchase hereunder. The Company hereby grants to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized the option to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts")purchase, substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements andat their election, as compensation therefor, the Company will pay up to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the aggregate principal amount of the Option Debt Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and identified as Option Principal Amount, at the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount purchase price set forth in Schedule I hereto. The Underwriters will not have any responsibility , for the sole purpose of covering over-allotments in respect the sale of the validity or performance Firm Debt Securities. Such election may be exercised only by written notice from Salomon Smith Barney Inc. to the Company given within the period of Delayed Delivery Contracts. The principal 30 xxxxxxxx xxyx xxxxr the date of this Agreement, which notice shall set forth the aggregate amount of Option Debt Securities to be purchased and the date on which such Option Debt Securities are to be delivered, as determined by each Underwriter as set forth Salomon Smith Barney Inc. (but in Schedule II hereto shall be reduced by an amount which shall bear no event earlier than the same proportion to First Cloxxxx Xxxx, xx defined in Section 3, or, unless Salomon Smith Barney Inc. and the total principal amount of Contract Securities as Company otherwise agree in writing, xxxxxxx xxxx xxx xx later than 10 business days after the principal amount of Securities set forth opposite the name date of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesnotice).

Appears in 1 contract

Samples: Underwriting Agreement (Northern States Power Co)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, II to the applicable Pricing Agreement the principal amount or number of shares of the Securities set forth opposite such Underwriter's name in Schedule II heretoI to the applicable Pricing Agreement, except that, if Schedule I hereto II to the applicable Pricing Agreement provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto I to the applicable Pricing Agreement less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, II to the applicable Pricing Agreement the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III Annex II hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the RepresentativesUnderwriters, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto II to the applicable Pricing Agreement of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutionsinstitutions that are not prohibited from purchasing the Securities. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto II to the applicable Pricing Agreement and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I heretoII to the applicable Pricing Agreement. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto I to the applicable Pricing Agreement shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoI to the applicable Pricing Agreement, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto I to the applicable Pricing Agreement less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Lincoln National Corp

Purchase and Sale. Subject to the terms and conditions and in reliance ------------------ upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of such Securities pursuant to delayed delivery arrangements, the respective principal amounts amount of such Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts principal amount of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which such Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of any Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion equal to the total principal amount of Contract Securities as multiplied by a fraction, the numerator of which is the principal amount of Securities set forth opposite the name of such Underwriter bears to and the denominator of which is the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased -------- ------- by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Cytec Industries Inc/De/

Purchase and Sale. Subject The several commitments of the Underwriters to purchase Securities pursuant to the Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Securities to be purchased by the Underwriters are herein sometimes called shall be made at such place as shall be set forth in the "Underwriters' Securities" Terms Agreement (which, in the case of Securities in bearer form, shall be at a place located outside of the United States), at 10:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of the Terms Agreement or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the “Closing Time”). Payment shall be made to the Company by wire transfer in immediately available funds to the order of the Company against delivery to you for the respective accounts of the Underwriters of the Securities to be purchased pursuant by them (unless such Securities are issuable only in the form of a single global Security registered in the name of a depository or a nominee of a depository, in which event the Underwriters’ interest in such global certificate shall be noted in a manner satisfactory to Delayed Delivery Contracts hereinafter provided are herein called "Contract the Underwriters and their counsel). Such Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. If so provided in Schedule I heretoauthorized by the Terms Agreement, the Underwriters are authorized to may solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ”) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account accounts of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of a fee relating to the principal amount of the Securities for which Delayed Delivery Contracts are mademade at Closing Time as is specified in the Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The At Closing Time the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth of Securities per Delayed Delivery Contract specified in Schedule I hereto the Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount of Contract Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoTerms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The You are to submit to the Company, at least two business days prior to Closing Time, the name of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the principal amount of Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the principal amount of Securities to be covered by each such Delayed Delivery Contact. The principal amount of Securities agreed to be purchased by the respective Underwriters pursuant to the Terms Agreement shall be reduced by the principal amount of Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal total amount set forth in Schedule II hereto of Securities covered by the Terms Agreement, less the aggregate principal amount of Contract SecuritiesSecurities covered by Delayed Delivery Contracts.

Appears in 1 contract

Samples: Bottling Holdings Investments Luxembourg Commandite S.C.A.

Purchase and Sale. (a) Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Issuer agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at Issuer the purchase price set forth in Schedule I hereto, the principal amount respective number of the Securities Underwritten Shares set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides at a price per share (the “Purchase Price”) of $48.625; it being understood that the aggregate purchase price for the sale of Securities pursuant to delayed delivery arrangementsis $972,500,000. In addition, the respective principal amounts of Securities Issuer agrees to be purchased by issue and sell the Option Shares to the several Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" in this Agreement, and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Datebasis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, solely to cover over-allotments, severally and not jointly, from the Issuer, the percentage set forth in Schedule I hereto of Option Shares at the principal Purchase Price less an amount of per share equal to any dividends or distributions declared by the Securities for which Delayed Delivery Contracts are madeIssuer and payable on the Underwritten Shares but not payable on the Option Shares. Delayed Delivery Contracts If any Option Shares are to be with institutional investors including commercial and savings bankspurchased, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales the number of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities Option Shares to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount the number of Option Shares which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Securities Option Shares being purchased as the principal amount number of Securities Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto bears to the aggregate principal amount set forth in Schedule II heretonumber of Underwritten Shares being purchased from the Issuer by the several Underwriters, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that to such adjustments to eliminate any fractional Securities as the total principal amount Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of Securities the Final Prospectus, by written notice from the Representatives to the Issuer. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased by all Underwriters delivered (the “Additional Closing Date”) and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of this Agreement hereof). Any such notice shall be given at least two business days prior to the aggregate principal amount set forth in Schedule II hereto less date and time of delivery specified therein (unless such date and time is the aggregate principal amount of Contract Securitiessame date and time as the Closing Date).

Appears in 1 contract

Samples: Merger Agreement (KKR & Co. Inc.)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the a purchase price set forth in Schedule I heretoof $20.35 per share, the principal amount of the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The In addition, the Company hereby grants to the Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of option to purchase up to 525,000 Option Securities at the same purchase price per share to be purchased paid by each Underwriter the Underwriters to the Company for the Firm Securities as set forth in Schedule II hereto this Section 2, for the sole purpose of covering over-allotments in the sale of Firm Securities by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth day following the date of the Prospectus Supplement, by written notice by you to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time, as reasonably determined by you, when the Option Securities are to be delivered (such date and time being herein sometimes referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date or earlier than the second full business day after the date on which the option shall have been exercised nor later than the eighth full business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The number of Option Securities to be sold to each Underwriter shall be reduced by an amount the number which shall bear bears the same proportion ratio to the total principal amount aggregate number of Contract Option Securities being purchased as the principal amount number of Firm Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount set forth in Schedule II heretototal number of Firm Securities being purchased from the Company, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that the total principal amount of Securities to be purchased by all Underwriters such adjustments to eliminate any fractional shares as Citigroup Global Markets Inc. in its sole discretion shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesmake.

Appears in 1 contract

Samples: Underwriting Agreement (United Dominion Realty Trust Inc)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company Seminole agrees to sell and deliver to each Underwriter Lafarge, and each Underwriter agrees, severally and not jointly, Lafarge agrees to purchase from Seminole, all such quantities of Complying Gypsum as are produced by the CompanySeminole Plant during the Initial Term and any Renewal Term(s) of this Contract, subject to and in accordance with the provisions of subsections (b) and (c) hereof with respect to the applicable Minimum Amount and the applicable Maximum Amount. The Initial Term during which Seminole must sell and deliver Complying Gypsum to Lafarge, and Lafarge must purchase Complying Gypsum from Seminole, shall commence on the Commencement Date, such delivery to be in accordance with Section 7(a) hereof. Seminole shall provide Lafarge with at the purchase price set forth in Schedule I hereto, the principal amount least thirty (30) days’ prior written notice of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale anticipated availability of Securities pursuant to delayed delivery arrangements, the respective principal amounts any quantity of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased Complying Gypsum produced by the Underwriters are herein sometimes called the "Underwriters' Securities" Seminole Plant before January 1, 2001 and Securities shall offer to be purchased pursuant sell and deliver such Complying Gypsum to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I heretoLafarge. Lafarge shall respond with its written acceptance or rejection of any such offered Complying Gypsum within five (5) business days of its receipt of Seminole’s notice relating thereto, the Underwriters are authorized to solicit offers and shall make commercially reasonable efforts to purchase Securities from the Company pursuant to delayed and take delivery contracts ("Delayed Delivery Contracts")of, substantially in the form of Schedule III hereto but with any such changes therein Complying Gypsum as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged produced by the Underwriters have been approved Seminole Plant and offered to it by the Company butSeminole before January 1, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto2001. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedIn no event, however, that shall Lafarge be obligated to purchase and take any Complying Gypsum produced by the total principal amount Seminole Plant before January 1, 2001. Any sale by Seminole to Lafarge and any purchase by Lafarge from Seminole of Securities to be purchased Complying Gypsum produced by all Underwriters the Seminole Plant before January 1, 2001 shall be at a price per Ton equal to the aggregate principal amount set forth Initial Gypsum Price and otherwise in Schedule II hereto less accordance with each of the aggregate principal amount other terms and provisions of Contract Securitiesthis Contract.

Appears in 1 contract

Samples: Agreement of Sale and Purchase (Continental Building Products, Inc.)

Purchase and Sale. Subject The several and not joint commitments of the Underwriters to purchase the Purchased Securities in the respective amounts set forth on Schedule B hereto shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company, at . Payment of the purchase price set forth in Schedule I heretofor, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II heretoand delivery of, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. any Purchased Securities to be purchased by the Underwriters are herein sometimes called shall be made at the office specified in Schedule A hereto or at such other place as shall be agreed upon by you and the Company, on the date and at the time so specified or such other time as shall be agreed upon by you and the Company (such time and date being referred to as the "Underwriters' Securities" and Closing Time"). Payment shall be made to the Company by wire transfer to an account designated by the Company in immediately available funds against delivery to you for the respective accounts of the Underwriters of the Purchased Securities to be purchased by them. Such Purchased Securities shall be in such denominations and registered in such names as you may request in writing at least two business days prior to the Closing Time. Such Purchased Securities, which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time. Delivery at the Closing Time of any Purchased Securities that are in bearer form shall be effected by delivery of a single temporary global security without coupons (the "Global Debt Security") evidencing the Purchased Securities that are in bearer form to a common Depositary or its nominee for the accounts of the Euroclear System ("Euroclear"), and for Clearstream Banking, S.A. ("Clearstream Banking") for credit to the respective accounts at Euroclear or Clearstream Banking of each Underwriter or to such other accounts as such Underwriter may direct. Any Global Debt Security shall be delivered to you not later than the Closing Time, against payment of funds to the Company in the net amount due to the Company for such Global Debt Security by the method and in the form set forth in Schedule A hereto. The Company shall cause definitive Purchased Securities in bearer form to be prepared and delivered in exchange for such Global Debt Security in such manner and at such time as may be provided in or pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." the Indenture; provided, however, that the Global Debt Security shall be exchangeable for definitive Purchased Securities in bearer form only on or after the date specified for such purpose in the Prospectus. If so provided authorized in Schedule I A hereto, the Underwriters are authorized to named therein may solicit offers to purchase Securities debt securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit I hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor Any Purchased Securities purchased pursuant to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts as hereinafter provided are made. Delayed Delivery Contracts are herein referred to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of as "Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be Securities." As compensation for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of arranging Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.the

Appears in 1 contract

Samples: Arvinmeritor Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the [1: principal amount of the Securities Securities] [2: number of Units] set forth opposite such Underwriter's name in Schedule II hereto, hereto except that, if Schedule I hereto provides for the sale of Securities [1: Securities] [2: Units] pursuant to delayed delivery arrangements, the respective [1: principal amounts of Securities Securities] [2: numbers of Units] to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities [1: Securities] [2: Units] to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities [1: Securities] [2: Units] to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities [1: Securities] [2: Units] from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the [1: principal amount of the Securities Securities] [2: number of units] for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum [1: principal amount amount] [2: number] set forth in Schedule I hereto and the [1: aggregate principal amount amount] [2: number] of Contract Securities may not exceed the maximum aggregate [1: principal amount amount] [2: number] set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The [1: principal amount of Securities Securities] [2: number of Units] to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total [1: principal amount amount] [2: number] of Contract Securities as the [1: principal amount of Securities Securities] [2: number of Units] set forth opposite the name of such Underwriter bears to the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto, except to the extent that you as Representatives determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total [1: principal amount of Securities Securities] [2: number of Units] to be purchased by all Underwriters shall be the aggregate [1: principal amount amount] [2: number] set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Tribune Co

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities. 3 4 3.

Appears in 1 contract

Samples: Suntrust Banks Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forthforth herein, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount of the Underwritten Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides In addition, subject to the terms and conditions herein set forth, the Company may grant, if so provided in Schedule I, an option to the Underwriters, severally and not jointly, to purchase up to the number or aggregate principal amount, as the case may be, of the Option Underwritten Securities set forth therein at a price per Option Underwritten Security equal to the price per Initial Underwritten Security, less an amount equal to any dividends or distributions declared by the Company and paid or payable on the Initial Underwritten Securities but not payable on the Option Underwritten Securities. Such option, if granted, will expire 30 days after the date of this Underwriting Agreement, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Representatives to the Company setting forth the number or aggregate principal amount, as the case may be, of Option Underwritten Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option Underwritten Securities. Any such time and date of payment and delivery shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Underwritten Securities, each of the Underwriters, severally and not jointly, will purchase that amount which shall bear the same proportion to the total principal amount of Option Underwritten Securities as the principal amount of Securities pursuant set forth opposite the name of such Underwriter bears to delayed delivery arrangements, the respective aggregate principal amounts amount of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less hereto, except to the respective amounts of Contract Securities determined as provided belowextent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.cases

Appears in 1 contract

Samples: Diamond Offshore Drilling Inc

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, (a) each of the Company agrees Selling Shareholders agree, severally and not jointly, to sell to each Underwriter of the Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the CompanySelling Shareholders, at a purchase price per share of $____, the number of Firm Securities to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Securities as provided below, the Selling Shareholders agree to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at the purchase price set forth in Schedule I heretoclause (a) of this Section 2, that portion of the number of Optional Securities as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional securities) determined by multiplying such number of Optional Securities by a fraction, the principal amount numerator of which is the maximum number of Optional Securities set forth opposite that such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers Underwriter is entitled to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears in Schedule I hereto, and the denominator of which is the maximum number of the Optional Securities which all of the Underwriters are entitled to purchase hereunder. The difference of $______ per Firm Security between the public offering price and the price per Firm Security at which the Selling Shareholder will sell the Firm Securities to the aggregate principal amount Underwriter is the "Underwriters' Discount." The Selling Shareholders hereby grant to the Underwriters the right to purchase at their election up to 165,000 Optional Securities, at the purchase price per share set forth in Schedule II heretothe paragraph above, except for the sole purpose of covering over-allotments in the sale of the Firm Securities. Any such election to purchase Optional Securities may be exercised no more than once only by written notice from you to the extent that you determine that such reduction shall be otherwise than in such proportion Company and so advise the Company in writing; providedSelling Shareholders given within a period of 30 days after the date of this Agreement, however, that setting forth the total principal aggregate amount of Optional Securities to be purchased and the date on which such Optional Securities are to be delivered, as determined by all Underwriters shall be you but in no event earlier than the aggregate principal amount set forth First Delivery Date (as defined in Schedule II hereto less Section 4 hereof) or, unless you otherwise agree in writing, earlier than two or later than 10 business days after the aggregate principal amount date of Contract Securitiessuch notice.

Appears in 1 contract

Samples: Underwriting Agreement (Ct Communications Inc /Nc)

Purchase and Sale. Subject to Upon the terms and conditions and in reliance upon the representations basis of the representations, covenants and warranties herein agreements hereinafter set forth, the Company Underwriter hereby agrees to purchase from the District, for offering to the public, and the District hereby agrees to sell to each the Underwriter and each Underwriter agreesfor such purpose, severally and all (but not jointly, to purchase from less than all) of the Company$[Par Amount] aggregate principal amount of the San Francisco Unified School District 2020 General Obligation Refunding Bonds (the “Refunding Bonds”), at the purchase price set forth in Schedule I hereto, of $[Purchase Price] (the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"“Purchase Price”), substantially in the form of Schedule III hereto but with such changes therein which has been computed as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of the Refunding Bonds ($[Par Amount]) plus [net] original issue [premium/discount] thereon ($[Premium/Discount]) and less Underwriter’s discount ($[Underwriter’s Discount]). The District acknowledges and agrees that (i) the purchase and sale of the Refunding Bonds pursuant to this Purchase Contract Securities may is an arm’s-length commercial transaction between the District and the Underwriter, (ii) in connection therewith and with the discussion, undertakings and procedures leading up to the consummation of such transaction, the Underwriter is and has been acting solely as principal and not exceed as agent or fiduciary of or municipal advisor to the maximum aggregate principal amount District, (iii) the Underwriter has not assumed (individually or collectively) an advisory or fiduciary responsibility in favor of the District with respect to (a) the offering of the Refunding Bonds or the process leading thereto (whether or not the Underwriter has advised or is currently advising the District on other matters) or (b) any other obligation to the District except the obligations expressly set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of this Purchase Contract and (iv) the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretoDistrict has consulted with its own legal, except financial and other professional advisors to the extent it has deemed appropriate in connection with the offering of the Refunding Bonds. The District acknowledges that you determine it has previously received from the Underwriter a letter regarding Municipal Securities Rulemaking Board (“MSRB”) Rule G-17 Disclosures, and that it has provided the Underwriter acknowledgement of such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesletter.

Appears in 1 contract

Samples: Bond Purchase Agreement

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to, and the Guarantor agrees to cause the Company to, sell to each Underwriter Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, hereto the principal amount number of shares of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company and the Guarantor may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay pay, and the Guarantor will cause the Company to pay, to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.the

Appears in 1 contract

Samples: PNC Bank Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the purchase price per share set forth in Schedule I B attached hereto, the principal amount of number the Firm Securities set forth opposite such Underwriter's ’s name in Schedule II A attached hereto, except thatplus any additional number of Firm Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. In addition, if Schedule I hereto provides the Company hereby grants to the Underwriters the option to purchase up to 2,400,000 Option Securities at the same purchase price per share to be paid by the Underwriters to the Company for the sale of Firm Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters shall be as set forth in Schedule II hereto less B attached hereto, for the respective amounts sole purpose of Contract covering over-allotments in the sale of Firm Securities by the Underwriters. This option may be exercised at any time and from time to time, in whole or in part, on or before the thirtieth (30th) day following the date of the final prospectus supplement, by written notice by you to the Company. Such notice shall set forth the aggregate number of Option Securities as to which the option is being exercised and the date and time, as reasonably determined by you, when the Option Securities are to be delivered (such date and time being herein sometimes referred to as provided belowthe “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date or earlier than the second full New York business day after the date on which the option shall have been exercised nor later than the eighth full New York business day after the date on which the option shall have been exercised (unless such time and date are postponed in accordance with the provisions of Section 9 hereof). The number of Option Securities to be sold to each Underwriter shall be the number which bears the same ratio to the aggregate number of Option Securities being purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account number of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number increased as set forth in Section 9 hereof) bears to the aggregate principal amount set forth in Schedule II heretototal number of Firm Securities being purchased from the Company, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; providedsubject, however, that to such adjustments to eliminate any fractional shares as the total principal amount of Securities to be purchased by all Underwriters Representatives in their sole discretion shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesmake.

Appears in 1 contract

Samples: Underwriting Agreement (UDR, Inc.)

Purchase and Sale. Subject The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts applicable Terms Agreement bears to the total number of Contract Initial Underwritten Securities determined (except as otherwise provided belowin the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities. Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the offices of Sidley Austin Brown & Wood LLP, 5th Floor, 875 Third Avenue, New York, New Xxxx 00000, or xx such other place xx xxxxx xx xxxxxx xxxx xx xxx xxx xxx Xxxxany, at 9:00 A.M., New York City time, on the third business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or, if pricing takes place after 4:30 p.m. New York City time on the date of the applicable Terms Agreement, on the fourth business day (unless postponed in accordance with the provisions of Section 10) following the date of the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are herein sometimes called purchased by the "Underwriters' , payment of the purchase price for, and delivery of certificates representing, such Option Securities" and , shall be made at the above-mentioned offices of Sidley Austin Brown & Wood LLP, or at such other place as shall be agreex xxxx xx xxu axx xhe Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer of immediately available funds to the Company against delivery to you for the respective accounts of the Underwriters for the Underwritten Securities to be purchased pursuant by them. The Underwritten Securities shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to Delayed Delivery Contracts hereinafter provided are herein called "Contract the applicable Closing Time or Date of Delivery, as the case may be. The Underwritten Securities." , which may be in temporary form, will be made available for examination and packaging by you on or before the first business day prior to the Closing Time or Date of Delivery, as the case may be. If so provided in Schedule I heretoauthorized by the applicable Terms Agreement, the Underwriters are authorized to named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), ) substantially in the form of Schedule III Exhibit B hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as As compensation thereforfor arranging Delayed Delivery Contracts, the Company will pay to the Representativesyou at Closing Time, for the account respective accounts of the Underwriters, on a fee specified in the Closing Date, the percentage set forth in Schedule I hereto applicable Terms Agreement for each of the principal amount of the Underwritten Securities for which Delayed Delivery Contracts are mademade at the Closing Time as is specified in the applicable Terms Agreement. Any Delayed Delivery Contracts are to be with institutional investors including commercial and savings banksof the types described in the Prospectus. At the Closing Time, insurance companies, pension funds, investment companies and educational and charitable institutions. The the Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be (for not less than the minimum principal amount set forth number of Underwritten Securities per Delayed Delivery Contract specified in Schedule I hereto the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as provided below, but not for an aggregate principal amount number of Contract Underwritten Securities may not exceed in excess of that specified in the maximum aggregate principal amount set forth in Schedule I heretoapplicable Terms Agreement. The Underwriters will not have any responsibility in respect of for the validity or performance of Delayed Delivery Contracts. The principal amount You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in Schedule II hereto shall be reduced a written notice delivered by an amount which shall bear the same proportion you to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writingCompany; provided, however, that the total principal amount number of Underwritten Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto total number of Underwritten Securities covered by the applicable Terms Agreement, less the aggregate principal amount number of Contract SecuritiesUnderwritten Securities covered by Delayed Delivery Contracts.

Appears in 1 contract

Samples: Terms Agreement (Colonial Properties Trust)

Purchase and Sale. Subject (a) The several commitments of the Underwriters to purchase the Underwritten Securities pursuant to the applicable Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions and in reliance upon herein set forth. (b) In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees may grant, if so provided in the applicable Terms Agreement relating to sell the Initial Underwritten Securities, an option to each Underwriter and each Underwriter agreesthe Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company, at the purchase price set forth in Schedule I hereto, the principal amount number of the Option Securities set forth opposite such Underwriter's name in Schedule II hereto, except thattherein at the same price per Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if Schedule I hereto provides granted, will expire 30 days or such lesser number of days as may be specified in the applicable Terms Agreement after the Representation Date relating to the Initial Underwritten Securities, and may be exercised in whole or in part from time to time only for the sale purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities pursuant upon notice by you to delayed the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time, date and place of payment and delivery arrangements, the respective principal amounts for such Option Securities. Any such time and date of Securities to be purchased by Underwriters delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion applicable Terms Agreement bears to the total principal amount number of Contract Initial Underwritten Securities (except as otherwise provided in the principal amount applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract fractional Initial Underwritten Securities.

Appears in 1 contract

Samples: Terms Agreement (Colonial Properties Trust)

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to and the Trust agree that the Trust will sell to each Underwriter Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Trust the number of Firm Securities set forth in Schedule II opposite the name of such Underwriter, at a price of $24.2125 per Firm Security (the “Purchase Price”), provided that for sales by any Underwriter agreesto certain institutions, the Purchase Price per Firm Security will be $24.50, plus any additional Capital Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Underwriters agree to make a public offering of their respective Capital Securities specified in Schedule II hereto at the initial public offering price specified above. It is understood that after such initial offering the several Underwriters reserve the right to vary the offering price and further reserve the right to withdraw, cancel or modify such offering. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Offerors hereby grant an option to the Underwriters, severally and not jointly, to purchase from the Companyup to 3,000,000 Option Securities, at a price of $24.2125 per Option Security. The option hereby granted will expire 30 days after the purchase price set forth date hereof and may be exercised in Schedule I hereto, whole or in part from time to time only for the principal amount purpose of covering over-allotments which may be made in connection with the offering and distribution of the Capital Securities set upon notice by the Representatives to the Offerors setting forth opposite the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale Option Securities. Any such time and date of delivery (an “Option Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by Underwriters Delivery Date”) shall be determined by the Representatives, but shall not be later than seven full Business Days after the exercise of said option, nor in any event prior to the Capital Securities Delivery Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Firm Securities set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth total number of Firm Securities, subject in Schedule II hereto, except each case to such adjustments as the extent that you determine that such reduction Representatives in theirs discretion shall be otherwise than in such proportion and so advise the Company in writing; provided, however, that the total principal amount make to eliminate any sales or purchases of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesfractional shares.

Appears in 1 contract

Samples: Bb&t Corp

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter Underwriter, and each Underwriter agrees, agrees severally and not jointly, jointly to purchase from the Company, at the purchase price set forth in Schedule I hereto, the principal amount of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities to be purchased by the Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts as hereinafter provided are herein called "Contract Securities." ". If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with such changes therein as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account of the Underwriters, on the Closing Date, the percentage set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors investors, including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto hereto, and the aggregate principal amount number of Contract Securities may not exceed the maximum aggregate principal amount number set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which that shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II hereto, except to the extent that you determine that such reduction shall be otherwise than in such proportion and so advise the Company in writing; provided, however, provided that the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securities.

Appears in 1 contract

Samples: Chrysler Financial Co LLC

Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company each Selling Shareholder agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Selling Shareholders, the number of Firm Shares listed opposite such Selling Shareholder’s name in Schedule II hereto. The purchase price per Common Share to be paid by the Underwriters to the Selling Shareholders shall be $[ ] per share (the “Purchase Price”). Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, each Underwriter of the Selling Shareholders agrees to sell to the Underwriters up to the number of Additional Shares listed opposite its name on Schedule II hereto to cover over-allotments, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares listed on Schedule II hereto at the Purchase Price. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice of each election to exercise the option not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company, at number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the purchase price set forth in Schedule I hereto, same proportion to the principal amount total number of the Securities set forth opposite such Underwriter's name in Schedule II hereto, except that, if Schedule I hereto provides for the sale of Securities pursuant to delayed delivery arrangements, the respective principal amounts of Securities Additional Shares to be purchased by Underwriters shall be as set forth in Schedule II hereto less the respective amounts of Contract Securities determined as provided below. Securities to be purchased by the Underwriters are herein sometimes called the "Underwriters' Securities" and Securities to be purchased pursuant to Delayed Delivery Contracts hereinafter provided are herein called "Contract Securities." If so provided in Schedule I hereto, the Underwriters are authorized to solicit offers to purchase Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts"), substantially in the form of Schedule III hereto but with on such changes therein Option Closing Date as the Company may authorize or approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to the Representatives, for the account number of the Underwriters, on the Closing Date, the percentage Firm Shares set forth in Schedule I hereto of the principal amount of the Securities for which Delayed Delivery Contracts are made. Delayed Delivery Contracts are to be with institutional investors including commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions. The Company will enter into Delayed Delivery Contracts in all cases where sales of Contract Securities arranged by the Underwriters have been approved by the Company but, except as the Company may otherwise agree, each such Delayed Delivery Contract must be for not less than the minimum principal amount set forth in Schedule I hereto and the aggregate principal amount of Contract Securities may not exceed the maximum aggregate principal amount set forth in Schedule I hereto. The Underwriters will not have any responsibility in respect of the validity or performance of Delayed Delivery Contracts. The principal amount of Securities to be purchased by each Underwriter as set forth in Schedule II hereto shall be reduced by an amount which shall bear the same proportion to the total principal amount of Contract Securities as the principal amount of Securities set forth opposite the name of such Underwriter bears to the aggregate principal amount set forth in Schedule II heretototal number of Firm Shares. Delivery of and payment for the Firm Shares shall be made at 9:00 a.m., except New York City time, on December [___], 2006, or at such time on such later date not more than three Business Days after the foregoing date as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Selling Shareholders (such date and time of delivery and payment for the Common Shares being herein called the “Closing Date”). Delivery of the Common Shares shall be made to the extent that you determine that Underwriters against payment by the Underwriters of the Purchase Price thereof to or upon the order of the Selling Shareholders by wire transfer payable in immediately available funds to an account specified by the Selling Shareholders or in such reduction other manner of payment as the Selling Shareholders and the Underwriters may agree. Delivery of the Common Shares shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. Delivery of and payment for the Additional Shares shall be made at 9:00 a.m., New York City time, on the date specified in the corresponding notice described in the first paragraph of this Section 2, or at such time on such later date, in any event not later than [___], 2007, after the foregoing date as the Underwriters shall designate, which date and time may be postponed by agreement between the Underwriters and the Selling Shareholders. Delivery of the Additional Shares shall be made to the Underwriters against payment by the Underwriters of the Purchase Price thereof to or upon the order of the Selling Shareholders by wire transfer payable in immediately available funds to an account specified by the Selling Shareholders or in such proportion other manner of payment as the Selling Shareholders and so advise the Underwriters may agree. Delivery of the Additional Shares shall be made through the facilities of The Depository Trust Company in writing; provided, however, that unless the total principal amount of Securities to be purchased by all Underwriters shall be the aggregate principal amount set forth in Schedule II hereto less the aggregate principal amount of Contract Securitiesotherwise instruct.

Appears in 1 contract

Samples: Underwriting Agreement (Odyssey Re Holdings Corp)

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