Sale and Delivery to Underwriter Closing Sample Clauses
Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the Underwriter, and the Underwriter agrees to purchase from the Trust, the Firm Securities, at a purchase price of $25.00 per Firm Security. Payment of the purchase price for, and delivery of, the Firm Securities shall be made at the offices of Arno▇▇ & ▇ort▇▇, 10 - 10 - 555 ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by you, the Trust and the Company, at 10:00 A.M. Eastern Standard Time, on the third business day (unless postponed in accordance with the provisions of Section 9) following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriter contained in this Section 2, the Company hereby agrees to pay to the Underwriter an amount equal to $___ per Firm Security times the total number of Firm Securities purchased by the Underwriter on the Closing Date as commissions for the sale of such Firm Securities under this Agreement. Such payment will be made on the Closing Date with respect to the Firm Securities. Payment for the Firm Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery to the Underwriter of the Firm Securities to be purchased by it. The Firm Securities shall be issued in the form of one or more fully registered global notes (the "Global Notes") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriter may request in writing at least two business days before the Closing Date. The Global Notes representing the Firm Securities shall be made available for examination by the Underwriter not later than 10:00 A.M. Eastern Standard Time on the last business day prior to the Closing Date. In addition, upon written notice from the Underwriter to the Trust from time to time prior to 9:00 P.M., Eastern Standard Time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday, Sunday or a holiday, on the next business day thereafter), the Underwriter shall have the righ...
Sale and Delivery to Underwriter Closing. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust and the Company, as the case may be, agree that the Trust will sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Trust, the aggregate liquidation amount of Preferred Securities set forth opposite its name on SCHEDULE I hereto, at a purchase price of $25 per Preferred Security. Payment of the purchase price for, and delivery of, the Preferred Securities shall be made at the offices of Manatt, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ Boulevard, Los Angeles, California, or at such other place as shall be agreed upon by the Underwriters, the Trust and the Company, at 10:00 A.M. Eastern Time , on the third (or if the Preferred Securities are priced, as contemplated by Rule 15c-6(1)(c) under the Exchange Act, after 4:30 P.M. Eastern Time, on the fourth) business day following the date of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriters, the Trust and the Company (such time and date of payment and delivery being herein called the "Closing Date"). As compensation for the commitments of the Underwriters contained in this Section 2, and in view of the fact that the proceeds of the sale of the Preferred Securities will be used by the Trust to purchase the Subordinated Debentures of the Company, the Company hereby agrees to pay to the Underwriters on the Closing Date an amount equal to $___ per Preferred Security times the total number of Preferred Securities purchased by the Underwriters on the Closing Date as commissions for the sale of such Preferred Securities under this Agreement. Payment for the Preferred Securities shall be made to the Trust by wire transfer of immediately available funds, against delivery of the Preferred Securities to the Underwriters. The Preferred Securities shall be issued in the form of one or more fully registered global certificates (the "Global Certificates") in book-entry form in such denominations and registered in the name of the nominee of The Depository Trust Company (the "Depository") or in such names as the Underwriters may request in writing at least two business days before the Closing Date. The Global Certificates representing the Preferred Securities shall be made available for examination by the Underwriters not later than 10:00 A.M. Eastern Time on t...
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at 100.614% of the principal amount thereof plus $651,041.67 (such dollar amount being the amount of accrued interest on the Securities from June 2, 2004 to but excluding the Closing Time), the aggregate principal amount of Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
(b) Payment of the purchase price for the Securities shall be made at the offices of the Company, 10990 Wilshire Boulevard, Los Angeles, California, or at such other pl▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇s and the Company, at 7:00 a.m., California time, on June 27, 2005, or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company (such time and date of payment and delivery of the Securities being herein called "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representatives for the respective accounts of the several Underwriters of certificates for the Securities to be purchased by them. Certificates for the Securities shall be in such denominations and registered in such names as the Representatives may request in writing at least one full business day before Closing Time. It is understood that each Underwriter has authorized the Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. Citigroup, individually and not as a representative of the Underwriters, may (but shall not be obligated to) make payment of the purchase price for any Securities to be purchased by any Underwriter whose payment therefor has not been received by the Closing Time, but such payment shall not relieve such Underwriter from its obligations hereunder. The certificates for the Securities will be made available for examination and packaging by the Representatives not later than 10:00 a.m. (New York City time) on the last business day prior to Closing Time in New ...
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to you, and you agree to purchase from the Company, at a purchase price of $44.50 per share, 22,000,000 Initial Securities.
(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 hereby grants an option to you to purchase up to an additional 3,300,000 shares of Common Stock at the price set forth in paragraph (a) above; provided that the purchase price for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Initial Securities but not payable on such Option Securities. The option hereby granted may be exercised through and including the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by you to the Company setting forth the number of Option Securities as to which you are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by you, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time.
(c) Payment of the purchase price for, and delivery of certificates for, the Securities shall be made at the office of Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as shall be agreed upon by you and the Company, at 7:00 a.m., California time, on October 19, 2012, or such other time not later than ten business days after such date as shall be agreed upon by you and the Company (such time and date of payment and delivery being herein called “Closing Time”). In addition, in the event that any or all of the Option Securities are purchased by you, payment of the purchase price for, and delivery of certificates for, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by you and the Company, on each Date of Delivery as specified in the notice from you to the Company. Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company against delivery to you of the Securities to be purchased by yo...
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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 the price set forth in the Pricing Agreement, $_____ aggregate principal amount of the Securities.
(b) Payment of the purchase price for, and delivery of the certificates for, the Securities shall be made at the offices of the Company, 1850 North Central Avenue, P.O. Box 2209, Phoenix, Arizona, 85002-▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇hall be agreed upon by the Underwriter and the Company, at 10:00 a.m., New York City time, on _____, 199__, or such other time not later than ten business days after execution of the Pricing Agreement as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called the "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds against delivery to the Underwriter of certificates for the Securities to be purchased by it. Certificates for the Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least one business day before the Closing Time. The certificates for the Securities will be made available for examination and packaging by the Underwriter not later than 10:00 a.m., New York City time, on the last business day prior to the Closing Time at the offices of the Trustee.
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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 99.525% of the principal amount thereof, $125,000,000 aggregate principal amount of Securities.
(b) Payment of the purchase price for the Securities shall be made at the offices of the Company, 10990 Wilshire Boulevard, Los Angeles, California, or at such other ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇ and the Company, at 6:00 a.m., California time, on November 19, 1996, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery of the Securities being herein called "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery of the Securities to the Underwriter. Certificates for the Securities shall be in such denominations and registered in such names as the Underwriter may request in writing at least one full business day before Closing Time. The certificates for the Securities will be made available for examination and packaging by the Underwriter not later than 10:00 a.m. (New York City time) on the last business day prior to Closing Time in New York, New York.
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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 Shares at a purchase price of $26.60 per share.
(b) Payment of the purchase price for, and delivery of certificates for, the Shares shall be made at the office of Franchise Finance Corporation of America, 17207 North Perimeter Drive, Scottsdale, Arizona, or at such other place as shall be agreed upon by the Underwriter 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 after execution of this Agreement, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called "Closing Date"). Payment shall be made to the Company in immediately available funds against 12 delivery to the Underwriter for the account of the Underwriter of certificates for the Shares to be purchased by the Underwriter. Certificates for the Shares shall be in such denominations and registered in such names as the Underwriter may request in writing at least one business day before the Closing Date. The certificates for the Shares will be made available for examination and packaging by the Underwriter in The City of New York not later than 3:00 P.M. on the last business day prior to the Closing Date.
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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 99.357% of the principal amount thereof, the aggregate principal amount of Securities set forth in Schedule B opposite the name of the Underwriter.
(b) Payment of the purchase price for the Securities shall be made at the offices of the Company, 10990 Wilshire Boulevard, Los Angeles, California, or at such other pl▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇▇ and the Company, at 7:00 a.m., California time, on December 15, 2004, or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company (such time and date of payment and delivery of the Securities being herein called "Closing Time"). Payment shall be made to the Company by wire transfer of immediately available funds to a bank account designated by the Company, against delivery to the Representative for the account of the Underwriter of certificates for the Securities to be purchased by it. Certificates for the Securities shall be in such denominations and registered in such names as the Representative may request in writing at least one full business day before Closing Time. It is understood that the Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Securities which it has agreed to purchase. The certificates for the Securities will be made available for examination and packaging by the Representative not later than 10:00 a.m. (New York City time) on the last business day prior to Closing Time in New York, New York.
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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, $250,000,000 aggregate principal amount of the Notes at a price per Note equal to 99.80472% of the principal amount thereof.
(b) Payment of the purchase price, and delivery of certificates, for the Notes shall be made at the office of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, or at such other place as shall be agreed upon by the Underwriter and the Company, at 10:00 A.M. New York time on the third business day after the date hereof, or such other time not later than ten business days after such date as shall be agreed upon by the Underwriter and the Company (such time and date of payment and delivery being herein called "Closing Time"). Payment shall be made to the Company by wire transfer or certified or official bank check of same day funds payable to the order of the Company, against delivery to the Underwriter of certificates for the Notes to be purchased by it. Unless otherwise agreed, certificates for the Notes shall be deposited with a custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC.
Sale and Delivery to Underwriter Closing. (a) On the basis of the representations and warranties herein contained and 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 the price set forth in the Pricing Agreement, $__ aggregate principal amount of the Securities.