Additional Documents Incorporated by Reference. Prior to signing this Lease, Xxxxxx acknowledges that he/she has carefully read the document entitled “Group Lease Room Assignment and Rent Proration” as well as the “Apartment Furniture List.” These documents are incorporated into this Lease by reference, as if all their content was written down in this document. Xxxxxx agrees to be bound by the terms and conditions of those documents, which are a part of this Lease Agreement. Xxxxxx further acknowledges that failure to abide by the terms and conditions of these documents may be grounds for the Landlord to evict Tenant, obtain legal damages against Tenant, or use the Damage Deposit to recover against the Tenant.
Additional Documents Incorporated by Reference. Exhibit 12.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 15, 2012. EXHIBIT A FORM OF OPINION OF XXXXXXX X. XXXX, ESQ. Xxxxxxx X. Xxxx Executive Vice President, Secretary and General Counsel Direct dial: 000-000-0000 Facsimile Number: 000-000-0000 Toll Free Number: 000-000-0000 May [ ], 2012 Xxxxx Fargo Securities, LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated Barclays Capital Inc. Citigroup Global Markets Inc. As representatives of the several Underwriters Named in Schedule I(a) to the Purchase Agreement (the “Representatives”) c/o Wells Fargo Securities, LLC 000 X. Xxxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxx, XX 00000 Re: Protective Life Corporation $[ ] principal amount, [ ]% Subordinated Debentures due May 15, 2042 Ladies and Gentlemen: I am Executive Vice President, Secretary and General Counsel of Protective Life Corporation, a Delaware corporation (the “Company”), and as such I am delivering this opinion in connection with the several purchases today by you and the other Underwriters named in Schedule I(a) to the Purchase Agreement, dated May [ ], 2012 (the “Purchase Agreement”), between the Company and you, as representatives of the several Underwriters named therein (the “Underwriters”), of $[ ] aggregate principal amount of [ ]% Subordinated Debentures due May 15, 2042 (the “Debentures”) issued by the Company pursuant to the Subordinated Indenture, dated as of June 1, 1994 (the “Base Indenture”), as supplemented by the Supplemental Indenture No. 9, dated as of May [ ], 2012 (“Supplemental Indenture No. 9”), between the Company and The Bank of New York Mellon Trust Company, N.A., as successor indenture trustee (the “Trustee”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Purchase Agreement. In so acting, I or others under my supervision in whom I have confidence have examined (a) the registration statement on Form S-3 (File No. 333-175224), as amended or supplemented, including the Incorporated Documents (as defined below) and the information deemed to be part of the registration statement pursuant to Rule 430B (the “Registration Statement”), filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), (b) the prospectus, dated June 29, 2011 (the “Base Prospectus”), (c) the preliminary prospectus supplement dated May 15, 2012 (together with the Base Prospectus and the Incorporated Documents ...
Additional Documents Incorporated by Reference. None. Schedule III ANNEX I Pursuant to Section 6(g) of the Underwriting Agreement, the accountants shall furnish letters to the Underwriters to the effect that:
Additional Documents Incorporated by Reference. None. Schedule III SUNTRUST BANKS, INC./SUNTRUST CAPITAL IX February 26, 2008 FINAL TERM SHEET SunTrust Capital IX $600,000,000 7.875% Trust Preferred Securities (liquidation amount $25 per security) fully and unconditionally guaranteed, as described in the prospectus, by SunTrust Banks, Inc. Issuer: SunTrust Capital IX (the “Trust”), a Delaware statutory trust, the sole asset of which will be the 7.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by SunTrust Banks, Inc. (“SunTrust”). Guarantor: SunTrust Title of Security: 7.875% Trust Preferred Securities Aggregate Liquidation Amount: $600,000,000 (24,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by SunTrust, correspond to $600,010,000 initial principal amount of the JSNs). Overallotment Option: $90,000,000 (3,600,000 additional Trust Preferred Securities correspond to $90,000 amount of additional JSNs). Distribution Dates: 7.875% per annum, quarterly in arrears on each March 15, June 15, September 15 and December 15, beginning June 15, 2008. Maturity Date: March 15, 2068. Price to Public: $25 Expected Net Proceeds to SunTrust from the Offering: $582,250,000.00 after underwriting commissions. Trade Date: February 26, 2008. Settlement Date: March 4, 2008 (T+5) CUSIP: 867885 105 Expected Listing: NYSE under the symbol “STI PrZ” Expected Ratings: A1 by Xxxxx’x Investors Services, A- by Standard & Poor’s, A by Fitch. A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Joint Book-Runners: Xxxxxx Xxxxxxx & Co. Incorporated, SunTrust Xxxxxxxx Xxxxxxxx, Inc., Citigroup Global Markets Inc. and UBS Securities LLC Co-Managers: Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Banc of America Securities LLC, Sandler X’Xxxxx & Partners, L.P., Bear Xxxxxxx & Co. Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Xxxxxx Brothers Inc., Barclays Capital Inc., Xxxxxxx Xxxxxx & Co., Inc., Fidelity Capital Markets, HSBC Securities (USA) Inc., X.X. Xxxxxxx & Co., Xxxxxx Xxxxxxxxxx Xxxxx LLC, Xxxxxxxxxxx & Co. Inc., Pershing LLC, Xxxxxxx Xxxxx & Associates, Inc., RBC Xxxx Xxxxxxxx Inc., Xxxxxx X. Xxxxx & Co. Incorporated, Xxxxxx, Xxxxxxxx & Company, Incorporated, Xxxxx Fargo Securities, LLC, BB&T Capital Markets, Boenning & Scattergood, Inc., X. X. Xxxx & Associates, Inc., City Securiti...
Additional Documents Incorporated by Reference. The Company’s Current Report on Form 8-K filed on August 18, 2010
Additional Documents Incorporated by Reference. 1. Supplemental Financial Information dated November 7, 2006 relating to discontinued operations. TALISMAN ENERGY INC. Debt Securities Underwriting Agreement Standard Provisions From time to time Talisman Energy Inc., a corporation organized under the laws of Canada (the “Company”), proposes to enter into one or more underwriting agreements in the form of Annex I hereto, with such additions and deletions as the parties thereto may determine, and, subject to the terms and conditions stated herein and therein, to issue and sell to the firms named in Schedule I to the applicable underwriting agreement (such firms constituting the “Underwriters” with respect to such underwriting agreement and the securities specified therein) certain of its debt securities (the “Securities”) specified in Schedule II to such underwriting agreement (with respect to such underwriting agreement, the “Designated Securities”). Each particular underwriting agreement shall be deemed to incorporate the provisions hereof (these “Standard Provisions”) into such underwriting agreement, and each such underwriting agreement, together with these Standard Provisions so incorporated therein, is collectively referred to as the “Underwriting Agreement”. The terms “this Agreement”, “hereof”, “herein” and similar terms mean the Underwriting Agreement including all Schedules thereto and these Standard Provisions. The terms and rights of any particular issuance of Designated Securities shall be as specified in the Underwriting Agreement relating thereto and in or pursuant to the indenture (the “Indenture”) identified in such Underwriting Agreement. Particular sales of Securities may be made from time to time to the Underwriters of such Securities, for whom the firms designated as representatives of the Underwriters of such Securities in the Underwriting Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. The obligation of the Company to issue and sell any of the Securities and the obligation of any of the Underwriters to purchase any of the Securities shall be evidenced by the Underwriting Agreement with respect to the Designated Securities specified therein. Each Underwriting Agreement shall specify the aggregate principal amount of such Designated Securit...
Additional Documents Incorporated by Reference. Current Report on Form 8-K dated December 6, 2005 ANNEX I WRITTEN MATERIALS PROVIDED TO PARTICIPANTS IN DIRECTED SHARE PROGRAM o Memorandum to Directors and Executive Management Board Members that are Potential Participants in the XL Capital Ltd Directed Equity Program, from Kirstin Gould regarding General Information about the Director and Exxxxxxxx Xxnagement Board Member Participation in the XL Capital Ltd Equity Units and Ordinary Shares Offerings, dated December 2, 2005 o Registration Statement. o Pricing Prospectus. o Final term sheet. o Prospectus. ANNEX II-1 SIMPSON THACHER & BARTLETT LLP FORM OF OPINION ---------------------------------------------- ANNEX II-2 SIMPSON THACHER & BARTLETT LLP FORM OF NEGATIVE ASSURANCE LETTER ----------------------------------------------------------------
Additional Documents Incorporated by Reference. None. Schedule III Fifth Third Capital Trust VII FIFTH THIRD CAPITAL TRUST VII $350,000,000 8.875% TRUST PREFERRED SECURITIES fully and unconditionally guaranteed, on a subordinated basis, as described in the prospectus, by Fifth Third Bancorp SUMMARY OF TERMS Issuer: Fifth Third Capital Trust VII (the “Trust”), a Delaware statutory trust, the sole assets of which will be the 8.875% Junior Subordinated Notes due 2068 (the “JSNs”) issued by Fifth Third Bancorp (“Fifth Third”). Guarantor: Fifth Third Offered Securities: 8.875% Trust Preferred Securities Aggregate Liquidation Amount: $350,000,000 ($350,000,000 Trust Preferred Securities, which, together with the $10,000 of Trust common securities to be purchased by Fifth Third, correspond to $350,010,000 initial principal amount of the JSNs) Liquidation Amount: $25 per trust preferred security Expected Ratings: Xxxxx’x Investor Services: A1, with negative outlook Standard & Poor’s: A-, with negative outlook Fitch Ratings: A+, with negative watch DBRS: A (high), with negative trend Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Each rating should be evaluated independently of any other rating. Trade Date: April 29, 2008 Settlement Date: May 6, 2008 (T+5) Maturity Date: May 15, 2068 Distributions: 8.875% from and including May 6, 2008 to but excluding May 15, 2058 and at three-month LIBOR plus 5.00% thereafter, in each case, payable quarterly in arrears on February 15, May 15, August 15 and November 15 of each year, beginning August 15, 2008. Public Offering Price: $25 per trust preferred security Proceeds, before expenses, to Fifth Third from the Offering: $339,443,337.50 after underwriting commissions Underwriting Commissions: 3.15%, except for sale to certain institutions in which case the fees will be 2% First Call Date On or after May 15, 2013 in whole or in part Make-Whole Redemption Price after the occurrence of a rating agency event 100% of the principal amount of the JSNs being redeemed or if greater, the sum of the present values of the remaining scheduled payments of principal (discounted from May 15, 2013) and interest that would have been payable to and including May 15, 2013 (discounted from their respective interest payment dates) on the JSNs to be redeemed (not including any portion of such payments of interest accrued to the redemption date) ...
Additional Documents Incorporated by Reference. None. Schedule III Filed Pursuant to Rule 433 Dated February 26, 2008 Registration Statement No. 333-141560 $1,000,000,000 8.25% Subordinated Notes due 2038 Summary of Terms Issuer Fifth Third Bancorp Expected Ratings A1 / A / A+ / AH (Xxxxx’x / S&P / Fitch / DBRS) Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency. Note Type Subordinated Notes Trade Date February 26, 2008 Settlement Date (T+ 5 days) Xxxxx 0, 0000 Xxxxxxxx Date March 1, 2038 Principal Amount US$ 1,000,000,000 Price to Investors 99.748%, plus accrued interest, if any, from March 4, 2008 Underwriters’ Commission 0.80% All-in Price 98.948%, plus accrued interest, if any, from March 4, 2008 Net Proceeds US$ 989,480,000 Pricing Benchmark 5% UST due 5/2037 Benchmark Yield 4.648% Spread to Benchmark Plus 362.5 basis points Re-offer Yield 8.273% Coupon 8.25% per annum Interest Payment Dates Semi-annually on each March 1 and September 1 of each year, commencing September 1, 2008 (short first coupon) and ending on the Maturity Date Day Count Convention 30 / 360 Denominations Minimum denominations of $5,000 with increments of $1,000 thereafter Bookrunners Credit Suisse Securities (USA) LLC, Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Xxxxxx Xxxxxxx & Co. Incorporated Co-Manager Fifth Third Securities, Inc. Billing and Delivery Agent Xxxxxxx, Sachs & Co. Listing None CUSIP 000000XX0 Fifth Third Bancorp has filed a registration statement (including a prospectus and preliminary prospectus supplement) with the SEC for the offering to which this communication relates. Before you invest, you should read each of these documents and the other documents the issuer has filed with the SEC and incorporated by reference in such documents for more complete information about Fifth Third Bancorp and this offering. You may get these documents for free by visiting SEC Web site at xxx.xxx.xxx. Alternatively, Credit Suisse Securities (USA) LLC, Xxxxxxx, Xxxxx & Co., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, and Xxxxxx Xxxxxxx & Co. Incorporated will arrange to send you these documents if you call Credit Suisse Securities (USA) LLC toll-free at 1-800-221-1037, Xxxxxxx, Sachs & Co. toll-free at 0-000-000-0000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated toll-free at 0-000-000-0000 or Xxxxxx Xxxxxxx & Co. Incorporated toll-free a...
Additional Documents Incorporated by Reference. None SCHEDULE IV A preliminary Prospectus supplement of the Republic of Colombia accompanies this free-writing prospectus and is available from the SEC’s website at xxxx://xxx.xxx.xxx/Archives/xxxxx/data/917142/000119312506150540/d424b3.htm Issuer: Republic of Colombia Securities: 7.375% Notes due January 27, 2017 Registration: Registered with the U.S. SEC Face Amount of Bonds: U.S.$1,000 million Gross Proceeds: Approx. USD994.82 million Maturity Date: January 27, 2017 Coupon: 7.375% Interest Payment Dates: January 27 and July 27, commencing on January 27, 2007 Clearing Yield: 7.447% Spread to Treasury: 240 bps Benchmark: 5.125% UST due May 15, 2016 @ 100-19 5.047% Public Offering Price: 99.482% Underwriting Discount: 35 bps Net Proceeds (before expenses) to the Republic of Colombia: Approx. USD991.32 million Pricing: July 21, 2006 Settlement: July 27, 2006 Minimum denomination: $100,000/$1,000 Bookrunners: X. X. Xxxxxx Securities Inc. and UBS Securities LLC The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternately, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling toll-free 0-000-000-0000 / 1-800-503-4611 or collect 0-000-000-0000. You should not reply to this announcement. Any reply e-mail communications, including those you generate using the “Reply” function on your e-mail software, will be ignored or rejected.
