Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M., New York time, on October 13, 2016, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by t...
Purchase, Sale and Delivery of Offered Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, the number of Shares set forth opposite the name of the Underwriter in Schedule I hereto at a purchase price of $3.90 per share (the “Purchase Price”).
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Bass, Bxxxx & Sxxx PLC (“BBS”), at 10:00 A.M., New York time, on October 21, 2015, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by...
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (a) the Selling Shareholder agrees to sell to each of the International Underwriters, and each of the International Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholder, at a purchase price (the "Share Purchase Price") per Firm Share as described below, the respective numbers of Firm Shares set forth opposite the name of such International Underwriter in Schedules I or II hereto (it being understood that the International Underwriters may elect to receive all or a portion of their allotments in the form of Shares or ADSs as provided for below) and (b) in the event and to the extent that the Joint Global Coordinators on behalf of the International Underwriters shall exercise the election to purchase Optional Shares as provided below, the Selling Shareholder agrees to sell to each of the International Underwriters, and each of the International Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholder, at the Share Purchase Price per Optional Share, 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 shares) determined by multiplying such number of Optional Shares by a fraction the numerator of which is the maximum number of Optional Shares which such International Underwriter is entitled to purchase as set forth opposite the name of such International Underwriter in Schedules I or II hereto and the denominator of which is the maximum number of the Optional Shares which all of the International Underwriters are entitled to purchase hereunder. The Share Purchase Price per Offered Share is equal to NZ$__ per Share less underwriting discounts equal to NZ$__ per Share. The Share Purchase Price per Offered Share shall be payable in instalments consisting of a first instalment of NZ$4.70 per Share (the "First Instalment") less underwriting discounts equal to NZ$_____ per Share and a final instalment of NZ$___ per Share (the "Final Instalment"), each payable as described in Section 5 hereof. The Selling Shareholder hereby grants to the Joint Global Coordinators on behalf of the International Underwriters the right to purchase at their election up to an aggregate of [39,624,606] Optional Shares, at the Share Purchase Price per Optional Share, for the sole purpose of ...
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell the Company Firm Shares and the Selling Shareholders agree, severally and not jointly, to sell the Selling Shareholder Firm Shares set forth opposite the names of the Selling Shareholders in Schedule B hereto to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Shareholders the respective number of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Offered Shares will be $[*] per share (the “Purchase Price”). Each Selling Shareholder agrees that book-entry shares held in custody for the Selling Shareholders under the Custody Agreement are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholder or the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Shares hereunder, such Offered Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company will deliver the Company Firm Shares and the Selling Shareholders shall cause the Custodian to deliver the Selling Shareholder Firm Shares, in each case in book-entry form, to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company, in each such case, issued in such names as the Representatives may direct by notice in writing to the Company for the Company Firm Shares and the Attorneys-in-Fact for the Selling Shareholder Firm Shares given at or prior to 12:00 Noon, New York time, on the seco...
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company that number of Firm Shares (rounded up or down, as determined by XX Xxxxx in its discretion, in order to avoid fractions) obtained by multiplying [ ] Firm Shares by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the total number of Firm Shares. The purchase price per share to be paid by the Underwriters to the Company for the Shares will be $_____ per share (the "Purchase Price"). The Company will deliver the Firm Shares to the Representative for the respective accounts of the several Underwriters in either (i) the form of definitive certificates, issued in such names and in such denominations (and including such legends as may be required pursuant to British Columbia Securities Laws for those certificates representing any Shares sold in Canada) as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second full business day preceding the First Closing Date (as defined below) or (ii) in accordance with The Depository Trust Company's standard procedures that include the electronic delivery of share capital, against payment of the aggregate Purchase Price therefor by wire transfer to an account at a bank acceptable to XX Xxxxx, payable to the order of the Company, all at the offices of XX Xxxxx, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on _________________, 2003, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First Closing Date". The First Closing Date and the location of delivery of, and the form of payment for, the Firm Shares may be varied by agreement between the Company and XX Xxxxx. If physical certificates are used, the Company shall make the certificates for the Shares available to the Representative for examination on behalf of the Underwriters in New...
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S.$ per share, the respective numbers of U.S. Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the U.S. Firm Shares to the Representatives for the accounts of the Underwriters, against payment of the purchase price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Credit Suisse First Boston Corporation ("CSFBC") drawn to the order of the Company at the office of Weil, Gotshal & Mangxx XXX, 767 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xx 10:00 A.M., New York time, on May __, 1998, or at such other time not later than seven full business days thereafter as CSFBC and the Company determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the U.S. Offering and the International Offering. The certificates for the U.S. Firm Shares so to be delivered will be in definitive form, in such denominations and registered in such names as CSFBC requests and will be made available for checking and packaging at the above office of Weil, Gotshal & Mangxx XXX, at least 24 hours prior to the First Closing Date.
Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Company, at a purchase price of $16.44 per share, the Offered Shares. The Underwriter represents and warrants that it is purchasing the Offered Shares in its capacity as an underwriter and that the Offered Shares will be allocated and delivered directly to the accounts of the investors designated by the Underwriter to whom the Underwriter has sold the Offered Shares and the Underwriter will not have any beneficial ownership interest in such Offered Shares. The Company will deliver the Offered Shares against payment by the Underwriter of the purchase price in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Company drawn to the order of the Company, at the office of Hunton & Xxxxxxxx, at 10:00 A.M., New York time, on May 5, 2003, or at such other time not later than seven full business days thereafter as the Underwriter and the Company determine, such time being herein referred to as the "Closing Date." The certificates for the Offered Shares so to be delivered will be in definitive form, in such denominations and registered in such names as the Underwriter requests and will be made available for checking and packaging at the above office of the Underwriter at least 24 hours prior to the Closing Date.
Purchase, Sale and Delivery of Offered Shares. (1) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Agents hereby agrees to offer for purchase and sale on a best efforts agency basis and the Corporation agrees to issue and sell through the Agents the Offered Shares at the Offering Price.
