The Final Term Sheet Sample Clauses

The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF DXXXX XXXX & WXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) [See attached.] Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) [See attached.] Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e) [See attached.]
Sample 1Sample 2
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. XXXXXXX X-0 FORM OF OPINION OF COMPANY’S ASSISTANT GENERAL COUNSEL
Sample 1Sample 2
The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF XXXXX XXXX & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) [See attached.] Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) [See attached.] Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e) [See attached.] Exhibit D [FORM OF LOCK-UP LETTER] , 2014 XXXXXX XXXXXXX & CO. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned, a stockholder, an officer and/or a director of Tyson Foods, Inc., a Delaware corporation (the “Company”), understands that Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx,” and together with Xxxxxx Xxxxxxx, the “Representatives”) propose to enter into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s Class A common stock, par value $0.10 per share (the “Common Stock,” and such offering, the “Common Stock Offering”), and that the Representatives propose to enter into an Underwriting Agreement (the “Units Underwriting Agreement”) with the Company providing for the offering of the Company’s tangible equity units, which under certain circumstances will convert into shares of the Common Stock (the “Underlying Securities,” and such offering, the “Units Offering”). The Common Stock Underwriting Agreement and the Units Underwriting Agreement are collectively referred to herein as the “Underwriting Agreements,” and the Common Stock Offering and the Units Offering are collectively referred to herein as the “Offerings.” In recognition of the benefit that the Offerings will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in each Underwriting Agreement that, during a period of 60 days from the date of the applicable Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or con...
Sample 1Sample 2
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. XXXXXXX X-0
Sample 1
The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF SIDLEY AUSTIN LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e)
Sample 1
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. EXHIBIT A-2 FORM OF OPINION OF COMPANY’S GENERAL COUNSEL March ___, 2009 BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. X.X. XXXXXX SECURITIES INC. As Representatives of the several Underwriters c/o Banc of America Securities LLC Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 and X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Kansas City Power & Light Company
Sample 1
AutoNDA by SimpleDocs
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. (MP) 21075/533/UA/ua.doc EXHIBIT A-2 Form of Opinion of Company’s General Counsel
Sample 1

Related to The Final Term Sheet

  • Final Term Sheet The Company will prepare a final term sheet in a form approved by the Representatives, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).

  • Short Sales and Confidentiality After The Date Hereof Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.6, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Effective Date Term and Termination A. This Agreement covers individual ANNUITY CONTRACTs issued by the CEDING COMPANY that:

Time is Money Join Law Insider Premium to draft better contracts faster.