Sale and Delivery to Underwriters. Closing. ------------------------------------------
Sale and Delivery to Underwriters. 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 direct the Owner Trustee to sell on behalf of the Issuer to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Owner Trustee acting on behalf of the respective Issuer, the principal amounts of Notes set forth opposite the name of such Underwriter at a price equal to _________% of the principal amount thereof plus accrued interest, if any, from April 1, 1997 to but not including the Closing Date.
Sale and Delivery to Underwriters. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, each of the Agents hereby severally and not jointly agrees, upon receipt of instructions from the Company, to act as agent of the Company and to use its reasonable efforts to solicit and receive offers to purchase a particular Security or Securities from the Company upon the terms and conditions set forth in the Prospectus as amended or supplemented from time to time. Each Agent shall solicit offers to purchase only Securities having such terms, and shall solicit such offers only during such periods, as the Company shall instruct such Agent. However, the Company reserves the right to sell, and may solicit and accept offers to purchase, Securities directly on its own behalf in transactions with persons other than broker-dealers, and, in the case of any such sale not resulting from a solicitation made by any Agent, no commission will be payable with respect to such sale. These provisions shall not limit Section 4(i) hereof or any similar provision included in any Terms Agreement. Procedural details relating to the issue and delivery of Securities, the solicitation of offers to purchase Securities and the payment in each case therefor shall be as set forth in the Administrative Procedure attached hereto as Annex II as it may be amended from time to time by written agreement between the Agents and the Company (the “Administrative Procedure”). The provisions of the Administrative Procedure shall apply to all transactions contemplated hereunder other than those made pursuant to a Terms Agreement. Each Agent and the Company agree to perform the respective duties and obligations specifically provided to be performed by each of them in the Administrative Procedure. The Company will furnish to the Trustee a copy of the Administrative Procedure as from time to time in effect. The Company reserves the right, in its sole discretion, at any time when the Company has instructed any Agent to solicit offers to purchase the Securities, to instruct such Agent to suspend, for any period of time or permanently, the solicitation of offers to purchase the Securities. As soon as practicable, but in any event not later than one business day in New York City after receipt of notice from the Company, such Agent will suspend solicitation of offers to purchase Securities from the Company until such time as the Company has instructed such Agent to resume su...
Sale and Delivery to Underwriters. (a) Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees to purchase from the Company, at a purchase price per share of $[•], the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I, and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees to purchase from the Company, at the purchase price per share set forth in clause (i) of this Section 2(a), a number of Optional Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Optional Shares as to which such election shall have been exercised 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 Optional Shares that all of the Underwriters are entitled to purchase hereunder.
Sale and Delivery to Underwriters. Closing. 16 (a) Initial Securities. 16 (b) Option Securities. 17 (c) Payment. 17 (d) Denominations; Registration. 18
Sale and Delivery to Underwriters. (a) On the basis of the representations and warranties contained in this Agreement and subject to the terms and conditions set forth in this Agreement, the Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Trust, at the purchase price of $25 per Preferred Security, the number of Preferred Securities set forth in Schedule II opposite the name of that Underwriter, plus any additional number of Preferred Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 of this Agreement, subject, in each case, to such adjustments among the Underwriters as they in their sole discretion shall make to eliminate any sales or purchases of fractional securities. On the Closing Date, the Trust shall deliver 2,000,000 Preferred Securities to the Underwriters and in consideration for such Preferred Securities, the Underwriters agree to pay on the Closing Date to the Trust $_________ by wire transfer of immediately available funds which represent the payment for the Preferred Securities purchased less the Underwriting Commissions.
Sale and Delivery to Underwriters. (a) Subject to the terms and conditions herein set forth, (i) each of the Selling Stockholders agrees, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from each of the Selling Stockholders, at a purchase price per share of $17.71375, the number of Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by each of the Selling Stockholders 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 I hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from each of the Selling Stockholders as set forth opposite their respective names in Schedule II hereto hereunder and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, each of the Selling Stockholders 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 each of the Selling Stockholders, at the purchase price per share set forth in clause (a)(i) 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 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 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 Optional Shares that all of the Underwriters are entitled to purchase hereunder.
Sale and Delivery to Underwriters. Closing 17 2.1 Initial Securities. 17 2.2 Option Securities. 17 2.3 Payment. 18 2.4 Denominations; Registration. 18 Section 3. Covenants of the Company 18 3.1 Compliance with Securities Regulations and Commission Requests; Payment of Filing Fees. 18 3.2 Filing of Amendments and 1934 Act Documents. 19 3.3 Delivery of Registration Statements. 20 3.4 Delivery of Prospectuses. 20 3.5 Continued Compliance with Securities Laws. 20 3.6 Blue Sky Qualifications. 21 3.7 Rule 158. 21 3.8 Use of Proceeds. 21 3.9 Series A Articles Supplementary. 21 3.10 1934 Act Registration. 22 3.11 Listing. 22 3.12 Restriction on Sale of Securities. 22 3.13 Reporting Requirements. 22 3.14 Reports and Other Information to be Furnished. 22 3.15 Issuer-Permitted Free Writing Prospectuses. 22 3.16 Share Price Manipulation. 23 3.17 REIT Qualification. 23 3.18 Investment Company Act. 23 3.19 Undertakings. 23 3.20 Transfer Agent. 23 3.21 Internal Controls over Financial Reporting. 23 3.22 Other Controls and Procedures. 23 3.23 Xxxxxxxx-Xxxxx Act Compliance. 24 Section 4. Payment of Expenses 24 4.1 Expenses. 24 4.2 Termination of Agreement. 25 Section 5. Conditions of Underwriters’ Obligations 25 5.1 Effectiveness of Registration Statement; Filing of Prospectus; Payment of Filing Fee. 25 5.2 Opinion of Counsel for the Company. 25 5.3 Opinion of Counsel for the Manager. 25 5.4 Opinion of Counsel for the Underwriters. 26 5.5 No Material Adverse Change; Officers’ Certificates. 26 5.6 Accountants’ Comfort Letter. 26 5.7 Bring-down Comfort Letter. 26 5.8 Approval of Listing. 27 5.9 Series A Articles Supplementary. 27 5.10 No Objection. 27 5.11 Delivery of Prospectus. 27 5.12 Conditions to Purchase of Option Securities. 27 5.13 Additional Documents. 28 5.14 Termination of Agreement. 28 Section 6. Indemnification 28 6.1 Indemnification of Underwriters. 28 6.2 Indemnification of Company, the Manager and Directors and Officers. 29 6.3 Actions against Parties; Notification. 29 6.4 Settlement Without Consent if Failure to Reimburse. 30 Section 7. Contribution 30 Section 8. Representations, Warranties and Agreements to Survive Delivery 32 Section 9. Termination of Agreement 32 9.1 Termination; General. 32 9.2 Liabilities. 32 Section 10. Default by One or More of the Underwriters 32 Section 11. Notices 33 Section 12. No Advisory or Fiduciary Relationship 34 Section 13. Parties 34 Section 14. Governing Law and Time 34 Section 15. General Provisions 34 HATTERAS FINANCIAL CORP. (a Maryland corporation) 10,0...
Sale and Delivery to Underwriters. CLOSING 12 (A) SALE OF FIRM SHARES 12 (B) OPTION SHARES 12 (C) PAYMENT OF PURCHASE PRICE 13 (D) DENOMINATIONS; DELIVERY OF SHARES 13 SECTION 3. COVENANTS 14 SECTION 4. PAYMENT OF EXPENSES 17 (A) EXPENSES 17 (B) TERMINATION OF AGREEMENT 18 SECTION 5. CONDITIONS OF THE UNDERWRITERS' OBLIGATIONS 18 (A) OPINIONS OF COUNSEL FOR THE COMPANY 18 (B) OPINION OF COUNSEL FOR THE UNDERWRITERS 18 (C) OFFICERS' CERTIFICATE 18 (D) ACCOUNTANT'S COMFORT LETTER 19 (E) ACCOUNTANT'S BRING-DOWN COMFORT LETTER 19 (F) NO STOP ORDER 19 (G) CONDITIONS TO PURCHASE OF OPTION SHARES 19 (H) ADDITIONAL DOCUMENTS 20 (I) TERMINATION OF AGREEMENT 20 SECTION 6. ACKNOWLEDGEMENTS 20 SECTION 7. INDEMNIFICATION AND CONTRIBUTION 21 SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY 24 SECTION 9. TERMINATION OF AGREEMENT 25 (A) TERMINATION; GENERAL 25 (B) LIABILITIES 25 SECTION 10.NOTICES 25 SECTION 11. DEFAULT 25 SECTION 12. PARTIES 26 SECTION 00.XX FIDUCIARY DUTY 26 SECTION 14.GOVERNING LAW AND TIME 27 SECTION 15.EFFECT OF HEADINGS 27 SECTION 16.COUNTERPARTS 27 Schedule A Underwriters Schedule B Specified Information EXHIBITS Exhibit A-1 Form of Opinion of Xxxx X. Xxxxxxx, Senior Vice President and General Counsel of the Company, to be Delivered Pursuant to Section 5(a) Exhibit A-2 Form of Disclosure Letter of Xxxx X. Xxxxxxx, Senior Vice President and General Counsel of the Company, to be Delivered Pursuant to Section 5(a) Exhibit B-1 Form of Opinion of Debevoise & Xxxxxxxx LLP, Counsel for the Company, to be Delivered Pursuant to Section 5(a) Exhibit B-2 Form of Disclosure Letter of Debevoise & Xxxxxxxx LLP, Counsel for the Company, to be Delivered Pursuant to Section 5(a) AMR CORPORATION 13,000,000 Shares of Common Stock (par value $1.00 per share) UNDERWRITING AGREEMENT January 22, 2007 Credit Suisse Securities (USA) LLC Eleven Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 For itself and as Representative for the Underwriters named on Schedule A hereto (the "Representative") Ladies and Gentlemen: AMR Corporation, a Delaware corporation (the "Company"), confirms its agreement with you, as representative of the Underwriters listed on Schedule A hereto (the "Underwriters"), with respect to the issue and sale by the Company and the purchase by the several Underwriters of an aggregate of 13,000,000 shares (the "Firm Shares") of Common Stock, par value $1.00 per share (the "Common Stock"), of the Company and, at the election of the Underwriters, up to 1,950,000 additional shares...
Sale and Delivery to Underwriters. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares), severally and not jointly, agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to the Underwritten Borrowed Shares) and the Company (with respect to any Company Top-Up Underwritten Shares) the respective number of Underwritten Forward Shares set forth in Schedule A hereto opposite such Underwriter’s name at $34.46 per share (the “Forward Purchase Price”). With respect to the Underwritten Forward Shares, the Forward Seller’s obligations extend solely to the number of Underwritten Borrowed Shares specified opposite its name on Schedule A.
