Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the Notes at a purchase price of 97.750% of the aggregate principal amount thereof. Delivery to the Initial Purchaser of and payment for the Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on June 7, 2011 (the “Closing Date”) at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser); provided, however, that if the Closing has not taken place on the Closing Date because of a failure to satisfy one or more of the conditions specified in Section 7 hereof and this Agreement has not otherwise been terminated by the Initial Purchaser in accordance with its terms, “Closing Date” shall mean 10:00 a.m. New York time on the first business day following the satisfaction (or waiver) of all such conditions after notification by the Company to the Initial Purchaser of the satisfaction (or waiver) of such conditions. The Company shall deliver to the Initial Purchaser one or more certificates representing the Notes in definitive form, registered in such names and denominations as the Initial Purchaser may request, against payment by the Initial Purchaser of the purchase price therefor by immediately available federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchaser at least two business days prior to the Closing. The certificates representing the Notes in definitive form shall be made available to the Initial Purchaser for inspection at the New York offices of Xxxxx Day, 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (or such other place as shall be reasonably acceptable to the Initial Purchaser) not later than 10:00 a.m. New York time one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.
Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase from the Company, the Notes at a purchase price of 93.1% of the principal amount at maturity thereof plus accrued interest from March 15, 2006. Delivery to the Underwriter of, and payment for, the Notes shall be made at a closing (the “Closing”) to be held at 10:00 a.m., New York time, on March 28, 2006 (the “Closing Date”) at the New York offices of Xxxxx, Xxxxx, Xxxx & Maw LLP. The Company will deliver against payment of the purchase price the Notes to be offered and sold by the Underwriter in fully registered form, registered in the name of CEDE & CO., to the Trustee as custodian, for The Depository Trust Company (“DTC”), and the Underwriter will accept such delivery. Payment for the Notes shall be made by the Underwriter in Federal (same day) funds by official check or checks or wire transfer to one or more accounts as the Company shall designate to the Underwriter at least one (1) business day prior to the Closing Date, drawn to the order of the Company at the office of Mayer, Brown, Xxxx & Maw LLP at the Closing on the Closing Date. The Notes will be made available for inspection at the above office of Mayer, Brown, Xxxx & Maw LLP at least 24 hours prior to the Closing Date.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties, agreements and covenants herein contained and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Initial Purchasers, and the Initial Purchasers, severally and not jointly, agree to purchase from the Company, the aggregate principal amount of Initial Securities set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 97.35% of the aggregate principal amount thereof.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees severally and not jointly to purchase from the Company, the aggregate principal amount of the Firm Notes set forth opposite such Initial Purchaser's name on Schedule I hereto. The purchase price for the Firm Notes shall be $970.00 per $1,000 principal amount of Notes.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to the Initial Purchaser, and the Initial Purchaser agrees to purchase from the Company, the aggregate principal amount of Initial Notes. The purchase price for the Initial Notes will be $970.0 per $1,000 principal amount Initial Note.
Purchase, Sale and Delivery. (a) On the basis of the representations, warranties and covenants contained in this Agreement, and subject to its terms and conditions, the Company agrees to issue and sell to each Initial Purchaser, and each Initial Purchaser agrees, severally and not jointly, to purchase from the Company, that amount of Units set forth opposite its name on Schedule I hereto. The aggregate purchase price for the Units will be $145,500,000.
Purchase, Sale and Delivery of the Securities and the Warrant Securities.
Purchase, Sale and Delivery. On the basis of the representations, warranties, agreements and covenants contained herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the several Initial Purchasers, and the each of Initial Purchasers agrees, severally and not jointly, to purchase from the Company, the respective principal amount of the Notes set forth opposite such Initial Purchaser’s name in Schedule I hereto at a purchase price of 95.501% of the aggregate principal amount thereof. Delivery to the Initial Purchasers of and payment for the Notes shall be made at a Closing (the “Closing”) to be held at 10:00 a.m., New York time, on August 18, 2009 (the “Closing Date”) at the New York offices of Proskauer Rose LLP. The Company shall deliver to the Initial Purchasers one or more certificates representing the Notes in global form, registered in such names and denominations as the Initial Purchasers may request against payment by the Initial Purchasers of the purchase price therefor (net of expenses of the Initial Purchasers that are reimbursable by the Company) by immediately available Federal funds bank wire transfer to such bank account or accounts as the Company shall designate to the Initial Purchasers at least two business days prior to the Closing Date. The certificates representing the Notes in definitive form shall be made available to the Initial Purchasers for inspection at the New York offices of Proskauer Rose LLP (or such other place as shall be reasonably acceptable to the Initial Purchasers) not later than 10:00 a.m. one business day immediately preceding the Closing Date. Notes to be represented by one or more definitive global securities in book-entry form will be deposited on the Closing Date, by or on behalf of the Company, with The Depository Trust Company (“DTC”) or its designated custodian, and registered in the name of Cede & Co.
Purchase, Sale and Delivery of the Securities and the Underwriters' Warrants.
Purchase, Sale and Delivery of the Option Shares. The Company hereby grants an option to the Underwriters to purchase from it up to 750,000 Option Shares on the same terms and conditions as the Firm Shares; provided, however, that such option may be exercised only for the purpose of covering any over-allotments which may be made by them in the sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The option is exercisable on behalf of the several Underwriters by you, as Representatives, at any time, and from time to time, before the expiration of 30 days from the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next day thereunder when the Nasdaq National Market is open for trading), for the purchase of all or part of the Option Shares covered thereby, by notice given by you to the Company in the manner provided in Section 12 hereof, setting forth the number of Option Shares as to which the Underwriters are exercising the option, and the date of delivery of said Option Shares, which date shall not be more than five business days after such notice unless otherwise agreed to by the parties. You may terminate the option at any time, as to any unexercised portion thereof, by giving written notice to the Company to such effect. You, as Representatives, shall make such allocation of the Option Shares among the Underwriters as may be required to eliminate purchases of fractional Shares. Unless you elect to take delivery of the Option Shares by full FAST transfer to the accounts at The Depository Trust Company designated by you, delivery of the Option Shares with respect to which the option shall have been exercised shall be made to or upon your order at Xxxxxxx' Office (or at such other place as you and the Company may mutually agree upon), against payment by you of the per share purchase price to the Company by wire transfer of immediately available funds. Such payment and delivery shall be made at 10:00 a.m., New York time, on the date designated in the notice given by you as above provided for (which may be the same as the Closing Date), unless some other date and time are agreed upon, which date and time of payment and delivery are called the "Option Closing Date." Any certificates for the Option Shares so to be delivered will be made available to you for inspection at Xxxxxxx' Office at least one full business day prior to the Option Clos...
