Underwriting commitments Sample Clauses

Underwriting commitments. 2.1 The Original Underwriter agrees to underwrite and fund the Facility in the amounts set out opposite its name below (an Underwriting Proportion). Name Underwriting Proportion of Facility China Merchants Bank Shanghai Branch RMB equivalent of USD500,000,000 Total RMB equivalent of USD500,000,000
Sample 1
AutoNDA by SimpleDocs
Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ------------ $ -------------- Total ...................................... $ ============== EXHIBIT A-1 FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY AND THE GUARANTOR [-] as Representatives of the several Underwriters c/o [-] Ladies and Gentlemen: We have acted as special United States counsel to GlaxoSmithKline Capital Inc., a Delaware corporation, GlaxoSmithKline Capital plc, a public limited company incorporated in England and Wales ("GSK Capital plc"), and GlaxoSmithKline plc, a public limited company incorporated in England and Wales (the "Guarantor"), in connection with the offering from time to time, together or separately and in one or more series, pursuant to a registration statement on Form F-3 (No. 333-104121) of (i) guaranteed debt securities of GSK Capital plc (the "Debt Securities") and (ii) guarantees of the Guarantor in respect of the Debt Securities (the "Guarantees" and, together with the Debt Securities, the "Securities") to be issued under an indenture dated as of [-] (the "Indenture") among GSK Capital plc, the Guarantor and Citibank, N.A., as trustee (the "Trustee"). Such registration statement, as amended when it became effective, but excluding the documents incorporated by reference therein, is herein called the "Registration Statement," and the related prospectus dated [-], as supplemented by the prospectus supplement dated [-], and as first filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the "Securities Act"), but excluding the documents incorporated by reference therein, is herein called the "Prospectus." This opinion letter is furnished pursuant to Section 6(b) of the underwriting agreement dated [-] (the "Underwriting Agreement") among GSK Capital plc, the Guarantor and the several Underwriters named in Schedule II thereto (the "Underwriters"). In arriving at the opinions expressed below, we have reviewed the following documents:
Sample 1
Underwriting commitments. Subject to the terms and conditions set out in this Agreement (including without limitation, subject to Clause 6.4) and the satisfaction or waiver of the conditions precedent in Clause 2.1, each of the Underwriters agrees, severally but not jointly:
Sample 1
Underwriting commitments. Number of Name of Manager Invitation Shares --------------- ----------------- 1. Overseas Union Bank Limited 17,875,000
Sample 1
Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ------------ $
Sample 1
Underwriting commitments. The Underwriter agrees to fully underwrite the subscription of the Underwritten Shares.
Sample 1
Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ---------------- Citigroup Global Markets Inc............................. $143,334,000 X.X. Xxxxxx Securities Inc............................... 143,333,000 Xxxxxx Brothers Inc...................................... 143,333,000 Credit Suisse First Boston LLC........................... 25,000,000 Deutsche Bank Securities Inc............................. 25,000,000 ABN AMRO Incorporated.................................... 5,000,000 HSBC Securities (USA) Inc................................ 5,000,000 Mizuho International plc................................. 5,000,000 Royal Bank of Scotland plc............................... 5,000,000 ------------ Total............................................... $500,000,000 ============
Sample 1
AutoNDA by SimpleDocs
Underwriting commitments. 2.1 Each Original Underwriter agrees to underwrite the Term Facility in the amounts set out opposite its name below (an Underwriting Proportion). Name Underwriting Proportion (US$) of Term Facility Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) 385,000,000 Total 1,100,000,000
Sample 1
Underwriting commitments. 2.1 The Original Underwriter agrees to underwrite each of the Facilities in the amounts set out opposite its name below (an Underwriting Proportion). Name Underwriting Proportion (US$ or RMB Equivalent) of Term Facility Underwriting Proportion (US$ or RMB Equivalent) of Cash Bridge Facility (Tranche A) Underwriting Proportion (US$ or RMB Equivalent) of Cash Bridge Facility (Tranche B) Shanghai Pudong Development Bank Co., Ltd. Shanghai Branch) US$2,000,000,000 US$500,000,000 US$1,000,000,000 Total US$2,000,000,000 US$500,000,000 US$1,000,000,000
Sample 1

Related to Underwriting commitments

  • Increase in Underwriters’ Commitments Subject to Sections 6 and 7 hereof, if any Underwriter shall default in its obligation to take up and pay for the Firm Shares to be purchased by it hereunder (otherwise than for a failure of a condition set forth in Section 6 hereof or a reason sufficient to justify the termination of this Agreement under the provisions of Section 7 hereof) and if the number of Firm Shares which all Underwriters so defaulting shall have agreed but failed to take up and pay for does not exceed 10% of the total number of Firm Shares, the non-defaulting Underwriters (including the Underwriters, if any, substituted in the manner set forth below) shall take up and pay for (in addition to the aggregate number of Firm Shares they are obligated to purchase pursuant to Section 1 hereof) the number of Firm Shares agreed to be purchased by all such defaulting Underwriters, as hereinafter provided. Such Shares shall be taken up and paid for by such non-defaulting Underwriters in such amount or amounts as you may designate with the consent of each Underwriter so designated or, in the event no such designation is made, such Shares shall be taken up and paid for by all non-defaulting Underwriters pro rata in proportion to the aggregate number of Firm Shares set forth opposite the names of such non-defaulting Underwriters in Schedule A. Without relieving any defaulting Underwriter from its obligations hereunder, the Company agrees with the non-defaulting Underwriters that it will not sell any Firm Shares hereunder unless all of the Firm Shares are purchased by the Underwriters (or by substituted Underwriters selected by you with the approval of the Company or selected by the Company with your approval). If a new Underwriter or Underwriters are substituted by the Underwriters or by the Company for a defaulting Underwriter or Underwriters in accordance with the foregoing provision, the Company or you shall have the right to postpone the time of purchase for a period not exceeding five business days in order that any necessary changes in the Registration Statement and the Prospectus and other documents may be effected. The term “Underwriter” as used in this Agreement shall refer to and include any Underwriter substituted under this Section 8 with like effect as if such substituted Underwriter had originally been named in Schedule A hereto. If the aggregate number of Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Firm Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company shall make arrangements within the five business day period stated above for the purchase of all the Firm Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall terminate without further act or deed and without any liability on the part of the Company to any Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph, and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.

  • Financing Commitments An executed commitment letter from Bank of America, N.A. ("Bank of America"), Banc of America Bridge LLC ("Banc of America Bridge") and Banc of America Securities LLC dated as of December 20, 2000 (the "Bank Commitment Letter"), is included in Section 2.2(c) of the Holdings Disclosure Schedule. Pursuant to the Bank Commitment Letter and subject to the terms and conditions contained therein, (i) Bank of America has committed to provide senior debt financing to Merger Sub in the amount of $470,000,000, consisting of a $370,000,000 term loan and a $100,000,000 revolving credit facility and Banc of America Bridge has committed to purchase unsecured senior subordinated debt securities of the Company in the aggregate amount of $200,000,000. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(b) of the Holdings Disclosure Schedule (the "Vestar Commitment Letter"), dated December 20, 2000 from Vestar Capital Partners IV, L.P. ("Vestar") pursuant to which Vestar has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $133,900,405. The Company has also received a copy of a commitment letter, a true and correct copy of which is included in Section 2.2(c) of the Holdings Disclosure Schedule (the "Marathon Fund Commitment Letter" and, together with the Bank Commitment Letter and the Vestar Commitment Letter, the "Commitment Letters" and the financing to be provided thereunder, the "Financing"), dated December 20, 2000 from Marathon Fund Limited Partnership IV ("Marathon") pursuant to which Marathon has committed, subject to the terms and conditions contained therein, to purchase equity securities of Investors for an aggregate purchase price of $35,000,000. The obligations to fund the commitments under the Commitment Letters are not subject to any condition other than set forth in the Commitment Letters. Holdings and Merger Sub have no actual knowledge of any fact or occurrence existing on the date of this Agreement which in their good faith judgment would reasonably be expected to (i) make the material assumptions or statements set forth in the Bank Commitment Letter inaccurate, (ii) cause the Bank Commitment Letter to be ineffective or (iii) preclude in any material respect the satisfaction of the conditions set forth in the Bank Commitment Letter. As of the date hereof, the Commitment Letters are in full force and effect and have not been amended in any material respect. To the knowledge of Holdings and Merger Sub, assuming all of the representations and warranties of the Company set forth herein are true, the funds contemplated to be received pursuant to the Commitment Letters together with the roll over contributions to be made as set forth in the Management Equity Agreements and the Other Equity Agreements will be sufficient to consummate the Merger and to pay all related fees and expenses. The financing and other fees that are due and payable under the Commitment Letters have been paid in full. Holdings and Merger Sub believe that, upon consummation of the transactions contemplated by this Agreement, including the Financing, (i) the Surviving Corporation will not be insolvent, (ii) the Surviving Corporation will not be left with unreasonably small capital, (iii) the Surviving Corporation will not have incurred debts beyond its ability to pay such debts as they mature and (iv) the capital of the Surviving Corporation will not be impaired.

  • Revolving Commitments If for any reason the Total Revolving Outstandings at any time exceed the Aggregate Revolving Commitments then in effect, the Borrower shall immediately prepay Revolving Loans and/or Swing Line Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that the Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this Section 2.05(b)(i) unless after the prepayment in full of the Revolving Loans and Swing Line Loans the Total Revolving Outstandings exceed the Aggregate Revolving Commitments then in effect.

  • Total Commitment The sum of the Commitments of the Banks, as in effect from time to time.

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Commitments Subject to the terms and conditions set forth herein:

  • Incremental Commitments (a) The Borrower may, by written notice to the Administrative Agent from time to time, request Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments, as applicable, in an amount not to exceed the Incremental Amount available at the time such Incremental Commitments are established (or at the time any commitment relating thereto is entered into or, at the option of the Borrower, at the time of incurrence of the Incremental Loans thereunder) from one or more Incremental Term Lenders and/or Incremental Revolving Facility Lenders (which may include any existing Lender) willing to provide such Incremental Term Loans and/or Incremental Revolving Facility Commitments, as the case may be, in their own discretion; provided, that each Incremental Revolving Facility Lender providing a commitment to make revolving loans shall be subject to the approval of the Administrative Agent and, to the extent the same would be required for an assignment under Section 9.04, the Issuing Banks and the Swingline Lender (which approvals shall not be unreasonably withheld) unless such Incremental Revolving Facility Lender is a Revolving Facility Lender. Such notice shall set forth (i) the amount of the Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments being requested (which shall be in minimum increments of $5,000,000 and a minimum amount of $10,000,000, or equal to the remaining Incremental Amount or, in each case, such lesser amount approved by the Administrative Agent), (ii) the date on which such Incremental Term Loan Commitments and/or Incremental Revolving Facility Commitments are requested to become effective, (iii) in the case of Incremental Revolving Facility Commitments, whether such Incremental Revolving Facility Commitments are to be (x) commitments to make additional Revolving Facility Loans on the same terms as the Initial Revolving Loans or (y) commitments to make revolving loans with pricing terms, final maturity dates, participation in mandatory prepayments or commitment reductions and/or other terms different from the Initial Revolving Loans (“Other Revolving Loans”) and (iv) in the case of Incremental Term Loan Commitments, whether such Incremental Term Loan Commitments are to be (x) commitments to make term loans with terms identical to Term B Loans or (y) commitments to make term loans with pricing, maturity, amortization, participation in mandatory prepayments and/or other terms different from the Term B Loans (“Other Term Loans”).

  • Investment Commitment The undersigned's overall commitment to investments which are not readily marketable is not disproportionate to the undersigned's net worth, and an investment in the Shares will not cause such overall commitment to become excessive.

  • Additional Commitments The Parties may negotiate commitments with respect to measures affecting trade in services not subject to scheduling under Article 106 (National Treatment) or Article 107 (Market Access), including those regarding qualifications, standards or licensing matters. Such commitments shall be inscribed in a Party's Schedule.

  • Loan Commitments Subject to the terms and conditions hereof,

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