Underwriting commitments Sample Clauses
An underwriting commitments clause defines the obligations of a party, typically a financial institution or underwriter, to purchase or guarantee the sale of securities in a financial transaction. This clause outlines the specific terms under which the underwriter agrees to buy unsold securities or to ensure that a minimum amount of capital is raised, often detailing the scope, timing, and conditions of the commitment. Its core practical function is to provide assurance to the issuer that the necessary funds will be raised, thereby reducing the risk of an unsuccessful offering and enhancing the credibility of the transaction.
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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). 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
2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agree:
(a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (an Additional Arranger, together with the Original Arrangers, the Arrangers) and/or underwriter (an Additional Underwriter, together with the Original Underwriters, the Underwriters, and each Additional Arranger and each Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term Facility, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and such that the underwriting proportions of the Original Underwriters in respect of the Term Facility are reduced by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term Facility, provided that:
(i) no more than two Additional Arrangers and two Additional Underwriters may be appointed;
(ii) the final aggregate underwriting proportions of all Additional Underwriters shall not exceed 20% of the total amount of the Term Facility;
(iii) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties;
(iv) the underwriting proportion assumed by the Additional Underwriters will reduce each Original Underwriter’s Underwriting Proportion on a pro rata basis; and
(v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable title; and
(b) the Original Credit Parties will enter into any amendments to the then current form of the Commitment Documents or Facilities Agreement or any new Commitment Documents or Facilities Agreement and/or any other appropriate documentation to amend or replace the Commitment Documents, the Facilities Agreeme...
Underwriting commitments. The Underwriter agrees to fully underwrite the subscription of the Underwritten Shares.
Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ------------ $
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:
6.1.1 to procure subscribers for; and
6.1.2 failing which, to subscribe for, the Rump Shares and pay, or arrange to have paid, subscription monies therefor, by the Closing Time at the Subscription Price in the proportion which the number of the New Shares set forth opposite each such Underwriter’s name in Schedule 2 bears to the total number of New Shares. In procuring subscribers for the Rump Shares, the Underwriters shall give priority allocation to any subscribers procured by the Company and, as to any Rump Shares remaining after such priority allocation, the Underwriters shall, by agreement among themselves and after consultation with the Company, determine, in their discretion, the number of such Rump Shares to be allocated to each subscriber. The Company shall allot and issue such Rump Share to such subscribers or, as the case may be, to the Underwriters as the Underwriters may direct. If any subscriber procured by the Company shall fail to settle for the New Shares allocated to such subscriber as contemplated in this Agreement (such New Shares for which settlement has failed, the “Unpaid New Shares”), the Underwriters shall not have any obligation to procure subscribers for or subscribe for the Unpaid New Shares and shall be discharged from any underwriting obligations with respect to the Unpaid New Shares.
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:
Underwriting commitments. Number of Name of Manager Invitation Shares --------------- ----------------- 1. Overseas Union Bank Limited 17,875,000
Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ---------------- Citigroup Global Markets Inc............................. $143,334,000 ▇.▇. ▇▇▇▇▇▇ Securities Inc............................... 143,333,000 ▇▇▇▇▇▇ 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 ============