Commissions and Discounts. The Company may at any time pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.
Commissions and Discounts. The Trustees may provide for the payment by the Trust of commissions or may allow discounts to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for Units or of their agreeing to produce subscriptions therefor, whether absolute or conditional.
Commissions and Discounts. The directors may, at any time, authorize the Company to pay a reasonable commission or allow a reasonable discount to any person in consideration of that person purchasing or agreeing to purchase shares of the Company from the Company or any other person or procuring or agreeing to procure purchasers for shares of the Company.
Commissions and Discounts. The underwriters have advised the Issuer that they propose initially to offer the shares to the public at the Public Offering Price, and to dealers at that price less a concession not in excess of $0.3250 per share. Joint Book-Running Managers: X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Co-Managers: Barclays Capital Inc., Rabo Securities USA, Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc., Citigroup Global Markets Inc., Mizuho Securities USA Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., Daiwa Securities America Inc., Lazard Capital Markets LLC, Credit Suisse Securities (USA) LLC, X.X. Xxxxxxxx & Co., Xxxxxxx, Sachs & Co., HSBC Securities (USA) Inc., ING Financial Markets LLC, Xxxxxx Xxxxxxx & Co. Incorporated and U.S. Bancorp Investments, Inc.
Commissions and Discounts. The underwriters have advised the Issuer that they propose initially to offer the Notes at a price of 100% of the principal amount of Notes, plus accrued interest from the original issue date of the Notes, if any, and to dealers at a price less a concession not in excess of 1.50% of the principal amount of the Notes, plus accrued interest from the original issue date of the Notes, if any. The following table shows the Public Offering Price, underwriting discount and proceeds before expenses (which expenses, not including the underwriting discount, are estimated to be $1,243,000 and are payable by the Issuer) to the Issuer. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option. The underwriters have agreed to reimburse certain of the Issuer’s offering expenses. Per Note Without Option With Option Public offering price $ 1,000 $ 450,000,000 $ 517,500,000 Underwriting discount $ 25 $ 11,250,000 $ 12,937,500 Proceeds, before expenses, to the Issuer $ 975 $ 438,750,000 $ 504,562,500 FINRA Regulations: Xxxxxx Xxxxxxx & Co. Incorporated has agreed to act as qualified independent underwriter for the offering. Joint Book-Running Managers: X.X. Xxxxxx Securities Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated. Co-Managers: Barclays Capital Inc., Rabo Securities USA, Inc., SunTrust Xxxxxxxx Xxxxxxxx, Inc., Citigroup Global Markets Inc., Mizuho Securities USA Inc., Scotia Capital (USA) Inc., Wachovia Capital Markets, LLC, BNP Paribas Securities Corp., Daiwa Securities America Inc., Lazard Capital Markets LLC, Credit Suisse Securities (USA) LLC, X.X. Xxxxxxxx & Co., Xxxxxxx, Sachs & Co., HSBC Securities (USA) Inc., ING Financial Markets LLC, Xxxxxx Xxxxxxx & Co. Incorporated and U.S. Bancorp Investments, Inc. CUSIP Number: 902494 AP8 Convertible Note Hedge and Warrant Transactions: The convertible note hedge transactions cover, subject to customary anti-dilution adjustments, approximately 26.637 million shares of the Issuer’s Class A common stock. The warrants issued to affiliates of the underwriters of the Notes cover, subject to customary anti-dilution adjustments, approximately 26.637 million shares of the Issuer’s Class A common stock. The cost of the convertible note hedge transactions, after being partially offset by the proceeds from the sale of the warrants, was $48.375 million. If the underwriters exercise their over-allotment option to purchase additional Notes, the Issuer will use a portion...
Commissions and Discounts. The underwriters have advised the Issuer that they propose to initially offer the shares of the Issuer’s common stock directly to the public at the Public Offering Price and to dealers at that price less a concession not in excess of $0.2677 per share. After the initial public offering of the shares of the Issuer’s common stock to the public, the Public Offering Price and other selling terms may be changed by the underwriters. The following table shows the Public Offering Price, underwriting discounts and commissions and proceeds to the Issuer, before estimated offering expenses payable by the Issuer. The information assumes either no exercise or full exercise by the underwriters of their option to purchase up to 3,105,000 additional shares of the Issuer’s common stock. Per share Without option With option Public offering price $ 10.5000 $ 217,350,000.00 $ 249,952,500.00 Underwriting discount $ 0.4725 $ 9,780,750.00 $ 11,247,862.50 Proceeds, before expenses, to the Issuer $ 10.0275 $ 207,569,250.00 $ 238,704,637.50 The expenses of the Common Stock Offering and the Convertible Senior Notes Offering, not including the underwriting discounts and commissions, are estimated to be $600,000 and are payable by the Issuer. Joint Book-Running Managers: Xxxxxxx, Sachs & Co. and X.X. Xxxxxx Securities Inc. Co-Managers: Citigroup Global Markets Inc, Barclays Capital Inc, UBS Securities LLC, Deutsche Bank Securities Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Xxxxx, Xxxxxx Xxxxxx & Xxxxx Incorporated, HSBC Securities (USA) Inc. and The Bank of Tokyo Mitsubishi UFJ, Ltd.
Commissions and Discounts. The General Partner may provide for the payment of commissions or may allow discounts to persons in consideration of their subscribing or agreeing to subscribe, whether absolutely or conditionally, for Units or other securities issued by the Fund or of their agreeing to procure subscriptions therefor, whether absolute or conditional.
Commissions and Discounts. 19.1. The GRANTEE shall not accept for their own benefit any commission, discount or similar payment or benefit, in connection with this AGREEMENT. In addition, the GRANTEE shall use their best endeavors to ensure that persons and organizations associated with the implementation of the SERVICES shall not receive any such additional remuneration or benefit.
Commissions and Discounts. The underwriters have advised the Issuer that they propose to initially offer the Notes at a price of 100% of the principal amount of the Notes, plus accrued interest from the Settlement Date, if any, and to dealers at that price less a concession not in excess of 1.8% of the principal amount of the Notes, plus accrued interest from the Settlement Date, if any. The following table shows the Public Offering Price, underwriting discounts and commissions and proceeds to the Issuer, before estimated offering expenses payable by the Issuer. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option. Per note Without option With option Public offering price $ 1,000.00 $ 550,000,000 $ 625,000,000 Underwriting discount $ 30.00 $ 16,500,000 $ 18,750,000 Proceeds, before expenses, to the Issuer $ 970.00 $ 533,500,000 $ 606,250,000 Joint Book-Running Managers: X.X. Xxxxxx Securities Inc., Credit Suisse Securities (USA) LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Xxxxxxx, Sachs & Co. Co-Managers: RBC Capital Markets Corporation, Scotia Capital (USA) Inc. and UBS Securities LLC CUSIP Number: 63934E AL2 Adjustment to Shares Delivered upon Conversion upon a Make-Whole Fundamental Change: The following table sets forth the number of additional shares of the Issuer’s common stock by which the conversion rate shall be increased for certain conversions in connection with a make-whole fundamental change based on the stock price and effective date for such make-whole fundamental change: Stock Price $37.24 $47.50 $55.00 $62.50 $70.00 $77.50 $85.00 $92.50 Effective Date October 28, 2009 6.9618 4.4878 3.3760 2.6198 2.0845 1.6926 1.3976 1.1702 October 15, 2010 6.9618 4.4178 3.2390 2.4545 1.9115 1.5230 1.2368 1.0208 October 15, 2011 6.9618 4.2245 2.9793 2.1760 1.6385 1.2669 1.0026 0.8095 October 15, 2012 6.9618 3.8516 2.5371 1.7319 1.2239 0.8944 0.6745 0.5238 October 15, 2013 6.9618 3.1080 1.7334 0.9858 0.5800 0.3583 0.2356 0.1659 October 15, 2014 6.9618 1.1616 0.0000 0.0000 0.0000 0.0000 0.0000 0.0000 Stock Price $100.00 $107.50 $115.00 $122.50 $130.00 $137.50 $145.00 Effective Date October 28, 2009 0.9913 0.8479 0.7312 0.6350 0.5545 0.4866 0.4287 October 15, 2010 0.8541 0.7229 0.6178 0.5323 0.4618 0.4029 0.3531 October 15, 2011 0.6651 0.5546 0.4683 0.3996 0.3440 0.2983 0.2602 October 15, 2012 0.4176 0.3406 0.2832 0.2394 0.2049 0.1773 0.1546 October 15,...
Commissions and Discounts. The underwriters have advised the Issuer that they propose to initially offer the Notes at the Public Offering Price, plus accrued interest, if any, from the Settlement Date, and to dealers at that price less a concession not in excess of 1.80% of the principal amount of the Notes. The following table shows the Public Offering Price, underwriting discount and proceeds before expenses to the Issuer. The information assumes either no exercise or full exercise by the underwriters of their over-allotment option. Per Note Without option With option Public Offering Price (1) $ 1,000 $ 125,000,000 $ 143,750,000 Underwriting discount $ 30 $ 3,750,000 $ 4,312,500 Proceeds, before expenses, to HeartWare International, Inc. $ 970 $ 121,250,000 $ 139,437,500
