DELAYED DELIVERY CONTRACT. [Insert date of public offering] Global Marine Inc. c/o [insert name of lead underwriter] Gentlemen: The undersigned hereby agrees to purchase from Global Marine Inc. , a Delaware corporation ("Company"), and the Company agrees to sell to the undersigned, [If one delayed closing, insert--as of the date hereof, for delivery on , 19 ("Delivery Date"),] [$] ........................................ principal amount of the Company's [Insert title of securities] ("Securities"), offered by the Company's Prospectus dated , 19 and a Prospectus Supplement dated , 19 relating thereto, receipt of copies of which is hereby acknowledged, at % of the principal amount thereof plus accrued interest, if any, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract"). [If two or more delayed closings, insert the following: The undersigned will purchase from the Company as of the date hereof, for delivery on the dates set forth below, Securities in the principal amounts set forth below: DELIVERY DATE PRINCIPAL AMOUNT ------------- ---------------- --------------------- ------------------------ --------------------- ------------------------ Each of such delivery dates is hereinafter referred to as a Delivery Date.] Payment for the Securities that the undersigned has agreed to purchase for delivery on--the--each--Delivery Date shall be made to the Company or its order [by certified or official bank check in New York Clearing House (next day) funds at the office of at M.] [by wire transfer of same day funds to an account specified by the Company] on--the--such--Delivery Date upon delivery to the undersigned of the Securities to be purchased by the undersigned--for delivery on such Delivery Date--in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to--the--such--Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the obligation of the undersigned to take delivery of and make payment for, Securities on--the -- each--Delivery Date shall be subject only to the conditions that (1) investment in the Securities shall not at--the--such--Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject and which governs such investment. Promptly after completion of the sale to the Underwriters the Company win mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies of the opinions of counsel for the Company delivered to the Underwriters in connection therewith. This Contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. It is understood that the acceptance of any such Contract is in the Company's sole discretion and, without limiting the foregoing, need not be on a first-come, first-served basis. If this Contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivered. Yours very truly, ----------------------------------------- (Name of Purchaser) By --------------------------------------- --------------------------------------- (Title of Signatory) --------------------------------------- --------------------------------------- (Address of Purchaser) Accepted, as of the above date. Global Marine Inc. By --------------------------- [Insert Title]
Appears in 2 contracts
Samples: Terms Agreement (Global Marine Inc), Underwriting Agreement (Global Marine Inc)
DELAYED DELIVERY CONTRACT. [Insert date of public offering] Global Marine Inc. c/o [insert name of lead underwriter] GentlemenCorning Incorporated Xxx Xxxxxxxxxx Xxxxx Xxxxxxx, Xxx Xxxx 00000 Attention , 200_ Dear Sirs: The undersigned hereby agrees to purchase from Global Marine Inc. , a Delaware corporation Corning Incorporated (hereinafter called the "Company"), and the Company agrees to sell to the undersigned, [If one delayed closing, insert--as of the date hereof, for delivery on , 19 ("Delivery Date"),] [$] ........................................ $ principal amount of the Company's [Insert title of securities] debt securities (hereinafter called the "Designated Securities"), offered by the Company's Prospectus dated __________, 19 and a Prospectus Supplement dated ____, 19 relating theretoas amended or supplemented, receipt of copies a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof thereof, plus accrued interestinterest from the date from which interest accrues as set forth below, if anyand on the further terms and conditions set forth below, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract")contract. [If two or more delayed closings, insert the following: The undersigned will purchase the Designated Securities from the Company as of on _______, ____ (the date hereof, for delivery "Delivery Date") and interest on the Designated Securities so purchased will accrue from ________, ____. The undersigned will purchase the Designated Securities from the Company on the delivery date or dates set forth below, Securities and in the principal amount or amounts set forth below: DELIVERY DATE PRINCIPAL DATE FROM WHICH AMOUNT INTEREST ACCRUES ----------------- ------------- ---------------- --------------------- ------------------------ --------------------- ------------------------ Each of such delivery dates is hereinafter referred to as a Delivery Date------------------- --------, ---- $ --------, ---- --------, ---- $ --------, ---- EACH SUCH DATE ON WHICH DESIGNATED SECURITIES ARE TO BE PURCHASED HEREUNDER IS HEREINAFTER REFERRED TO AS A "DELIVERY DATE.] " Payment for the Designated Securities that which the undersigned has agreed to purchase for delivery on--the--each--on each Delivery Date shall be made to the Company or its order [by certified or official bank check in New York Clearing House (next day) funds at the office of at M.] [, or by wire transfer of same day funds to an a bank account specified by the Company] on--the--such--, on such Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned--for delivery on such Delivery Date--undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written written, telex or telegraphic facsimile communication addressed to the Company not less than five full business days prior to--the--such--to such Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the The obligation of the undersigned to take delivery of and make payment for, for Designated Securities on--the -- each--on each Delivery Date shall be subject only to the conditions condition that (1) investment in the purchase of Designated Securities to be made by the undersigned shall not at--the--such--on such Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject subject. The obligation of the undersigned to take delivery of and which governs make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. The undersigned understands that Underwriters (the "Underwriters") are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such investmentpurchases. Promptly after completion of the sale to the Underwriters the Company win will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies a copy of the opinions Opinion of counsel Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This Contract contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any such Delayed Delivery Contract (including this contract) is in the Company's sole discretion andand that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this Contract contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivereddelivered by the Company. Yours very trulyVery truly yours, ----------------------------------------- _________________________________________ By:______________________________________ (Name of PurchaserAuthorized Signature) By --------------------------------------- --------------------------------------- Name: Title: _________________________________________ (Title of Signatory) --------------------------------------- --------------------------------------- (Address of PurchaserAddress) Accepted: , as of the above date. Global Marine Inc. By --------------------------- [Insert 200_ CORNING INCORPORATED By:______________________________ Name: Title]:
Appears in 1 contract
DELAYED DELIVERY CONTRACT. [Insert date of public offering] Global Marine Inc. c/o [insert name of lead underwriter] UnumProvident Corporation Xxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000. Attention , 20__ Dear Ladies and Gentlemen: The undersigned hereby agrees to purchase from Global Marine Inc. , a Delaware corporation UnumProvident Corporation ("hereinafter called the “Company"”), and the Company agrees to sell to the undersigned, [If one delayed closing, insert--as of the date hereof, for delivery on , 19 ("Delivery Date"),] [$] ........................................ principal amount of the Company's [Insert title of securities] ’s common stock, par value $.10 per share ("Securities"hereinafter called the “Designated Shares”), offered by the Company's ’s Prospectus dated 20__, 19 and a Prospectus Supplement dated , 19 relating theretoas amended or supplemented, receipt of copies a copy of which is hereby acknowledged, at % a purchase price of the principal amount thereof $ per Designated Share, plus accrued interestinterest from the date from which interest accrues as set forth below, if anyand on the further terms and conditions set forth below, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract")contract. [If two or more delayed closings, insert the following: The undersigned will purchase the Designated Shares from the Company as of on , 20__ (the date hereof, for delivery “Delivery Date”) and interest on the Designated Shares so purchased will accrue from , 20__. The undersigned will purchase the Designated Shares from the Company on the delivery date or dates set forth below, Securities and in the principal amounts numbers set forth below: DELIVERY DATE PRINCIPAL AMOUNT ------------- ---------------- --------------------- ------------------------ --------------------- ------------------------ Delivery Date Number of Shares Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each of such delivery dates date on which Designated Shares are to be purchased hereunder is hereinafter referred to as a “Delivery Date.] ” Payment for the Securities that Designated Shares which the undersigned has agreed to purchase for delivery on--the--each--on each Delivery Date shall be made to the Company or its order [by certified or official bank check in New York Clearing House (next day) funds at the office of at M.] [, or by wire transfer of same day funds to an a bank account specified by the Company] on--the--such--, on such Delivery Date upon delivery to the undersigned of the Securities Designated Shares then to be purchased by the undersigned--for delivery on such Delivery Date--undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written written, telex or telegraphic facsimile communication addressed to the Company not less than five full business days prior to--the--such--to such Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the The obligation of the undersigned to take delivery of and make payment for, Securities on--the -- each--for Designated Shares on each Delivery Date shall be subject only to the conditions condition that (1) investment in the Securities purchase of Designated Shares to be made by the undersigned shall not at--the--such--on such Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject subject. The obligation of the undersigned to take delivery of and which governs make payment for Designated Shares shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Shares pursuant to other contracts similar to this contract. The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Shares from the Company, but that the obligations of the Undersigned hereunder are not contingent on such investmentpurchases. Promptly after completion of the sale to the Underwriters the Company win will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies a copy of the opinions Opinion of counsel Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Shares hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This Contract contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any such Delayed Delivery Contract (including this contract) is in the Company's ’s sole discretion andand that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this Contract contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivereddelivered by the Company. Yours very trulyVery truly yours, ----------------------------------------- By: (Name of PurchaserAuthorized Signature) By --------------------------------------- --------------------------------------- Name: Title: (Title of Signatory) --------------------------------------- --------------------------------------- (Address of PurchaserAddress) Accepted: , as of the above date. Global Marine Inc. By --------------------------- [Insert 200_ UNUMPROVIDENT CORPORATION By: Name: Title]:
Appears in 1 contract
DELAYED DELIVERY CONTRACT. [Insert date of public offering] Global Marine Inc. c/o [insert name of lead underwriter] UnumProvident Corporation Xxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000. Attention , 20__ Dear Ladies and Gentlemen: The undersigned hereby agrees to purchase from Global Marine Inc. , a Delaware corporation UnumProvident Corporation ("hereinafter called the “Company"”), and the Company agrees to sell to the undersigned, [If one delayed closing, insert--as of the date hereof, for delivery on , 19 ("Delivery Date"),] [$] ........................................ principal amount of the Company's [Insert title of securities] ’s [ ]% Adjustable Conversion-Rate Security Units ("Securities"hereinafter called the “Designated Units”), offered by the Company's ’s Prospectus dated 20__, 19 and a Prospectus Supplement dated , 19 relating theretoas amended or supplemented, receipt of copies a copy of which is hereby acknowledged, at % a purchase price of the principal amount thereof $ per Designated Unit, plus accrued interestinterest from the date from which interest accrues as set forth below, if anyand on the further terms and conditions set forth below, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract")contract. [If two or more delayed closings, insert the following: The undersigned will purchase the Designated Units from the Company as of on , 20__ (the date hereof, for delivery “Delivery Date”) and interest on the Designated Units so purchased will accrue from , 20__. The undersigned will purchase the Designated Units from the Company on the delivery date or dates set forth below, Securities and in the principal amounts numbers set forth below: DELIVERY DATE PRINCIPAL AMOUNT ------------- ---------------- --------------------- ------------------------ --------------------- ------------------------ Delivery Date Number of Units Date from Which Interest Accrues , 20 $ , 20 , 20 $ , 20 Each of such delivery dates date on which Designated Units are to be purchased hereunder is hereinafter referred to as a “Delivery Date.] ” Payment for the Securities that Designated Units which the undersigned has agreed to purchase for delivery on--the--each--on each Delivery Date shall be made to the Company or its order [by certified or official bank check in New York Clearing House (next day) funds at the office of at M.] [, or by wire transfer of same day funds to an a bank account specified by the Company] on--the--such--, on such Delivery Date upon delivery to the undersigned of the Securities Designated Units then to be purchased by the undersigned--for delivery on such Delivery Date--undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written written, telex or telegraphic facsimile communication addressed to the Company not less than five full business days prior to--the--such--to such Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the The obligation of the undersigned to take delivery of and make payment for, Securities on--the -- each--for Designated Units on each Delivery Date shall be subject only to the conditions condition that (1) investment in the Securities purchase of Designated Units to be made by the undersigned shall not at--the--such--on such Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject subject. The obligation of the undersigned to take delivery of and which governs make payment for Designated Units shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Units pursuant to other contracts similar to this contract. The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Units from the Company, but that the obligations of the Undersigned hereunder are not contingent on such investmentpurchases. Promptly after completion of the sale to the Underwriters the Company win will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies a copy of the opinions Opinion of counsel Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Units hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This Contract contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any such Delayed Delivery Contract (including this contract) is in the Company's ’s sole discretion andand that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this Contract contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivereddelivered by the Company. Yours very trulyVery truly yours, ----------------------------------------- By: (Name of PurchaserAuthorized Signature) By --------------------------------------- --------------------------------------- Name: Title: (Title of Signatory) --------------------------------------- --------------------------------------- (Address of PurchaserAddress) Accepted: , 200_ UNUMPROVIDENT CORPORATION By: Name: Title: ANNEX IV [Date] Xxxxxxx, Sachs & Co., Banc of America Securities LLC, Xxxxxx Xxxxxxx & Co. Incorporated, Deutsche Bank Securities Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, SunTrust Capital Markets, Inc., c/o Goldman, Sachs & Co., As Representatives of the Several Underwriters named in Schedule I to Annex I hereto, 00 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000. Ladies and Gentlemen: Re: UnumProvident Corporation - Lock-Up Agreement Ladies and Gentlemen: The undersigned understands that you, as representatives (the “Representatives”), have entered into an Underwriting Agreement (the “Underwriting Agreement”) on behalf of the above dateseveral Underwriters named in Schedule I to such agreement (collectively, the “Underwriters”), with UnumProvident Corporation, a Delaware corporation (the “Company”), for a public offering of %[ ] Adjustable Conversion-Rate Equity Security Units (“Units”) pursuant to two Registration Statements on Form S-3 (333-43808 and 333-100953) filed with the Securities and Exchange Commission (the “SEC”). Global Marine Inc. By --------------------------- [Insert Title]Capitalized terms used but not defined herein are used as defined in the Underwriting Agreement. In consideration of the agreement by the Underwriters to offer and sell the Units, and of other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the undersigned agrees that, during the period beginning from the date of the Pricing Agreement and continuing to and including the date 90 days after the date of the Pricing Agreement, the undersigned will not offer, sell, contract to sell, pledge, grant any option to purchase, hedge, make any short sale or otherwise dispose of, except as provided hereunder, any Common Stock, equity-linked securities or Units (including the related Purchase Contracts and Underlying Notes), or any securities of the Company that are substantially similar to the Common Stock, equity-linked securities or Units (including the related Purchase Contracts and Underlying Notes), or any options or warrants to purchase any Common Stock, equity-linked securities, Units (including the related Purchase Contracts and Underlying Notes) or any substantially similar securities, or any securities that are convertible into or exchangeable for, or that represent the right to receive, any Common Stock, equity-linked securities, Units (including the related Purchase Contracts and Underlying Notes) or any substantially similar securities, whether now owned or hereinafter acquired, owned directly by the undersigned (including holding as a custodian) or with respect to which the undersigned has beneficial ownership within the rules and regulations of the SEC (collectively the “Undersigned’s Units”). The foregoing restriction is expressly agreed to preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Units even if such Units would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Units or with respect to any security that includes, relates to, or derives any significant part of its value from such Units. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Units (i) as a bona fide gift or gifts, provided that the donee or donees thereof agree to be bound in writing by the restrictions set forth herein, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that the trustee of the trust agrees to be bound in writing by the restrictions set forth herein, and provided further that any such transfer shall not involve a disposition for value, or (iii) with the prior written consent of Xxxxxxx, Xxxxx & Co. on behalf of the Underwriters. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, notwithstanding the foregoing, if the undersigned is a corporation, the corporation may transfer the capital stock of the Company to any wholly-owned subsidiary of such corporation; provided, however, that in any such case, it shall be a condition to the transfer that the transferee execute an agreement stating that the transferee is receiving and holding such capital stock subject to the provisions of this Agreement and there shall be no further transfer of such capital stock except in accordance with this Agreement, and provided further that any such transfer shall not involve a disposition for value. The undersigned now has, and, except as contemplated by clause (i), (ii), or (iii) above, for the duration of this Lock-Up Agreement will have, good and marketable title to the Undersigned’s Units, free and clear of all liens, encumbrances, and claims whatsoever. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the Undersigned’s Units except in compliance with the foregoing restrictions. The undersigned understands that the Company and the Underwriters are relying upon this Lock-Up Agreement in proceeding toward consummation of the offering. The undersigned further understands that this Lock-Up Agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors, and assigns. Very truly yours, Name Authorized Signature Title EXECUTION COPY Appendix A List of Significant Subsidiaries
Appears in 1 contract
DELAYED DELIVERY CONTRACT. [Insert date of public offering] Global Marine Inc. c/o [insert name of lead underwriter] UnumProvident Corporation Xxx Xxxxxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx 00000. Attention , 20 Dear Ladies and Gentlemen: The undersigned hereby agrees to purchase from Global Marine Inc. , a Delaware corporation UnumProvident Corporation ("hereinafter called the “Company"”), and the Company agrees to sell to the undersigned, [If one delayed closing, insert--as of the date hereof, for delivery on , 19 ("Delivery Date"),] [$] ........................................ $ principal amount of the Company's [Insert title of securities] ’s debt securities ("hereinafter called the “Designated Securities"”), offered by the Company's ’s Prospectus dated 20 , 19 and a Prospectus Supplement dated , 19 relating theretoas amended or supplemented, receipt of copies a copy of which is hereby acknowledged, at a purchase price of % of the principal amount thereof thereof, plus accrued interestinterest from the date from which interest accrues as set forth below, if anyand on the further terms and conditions set forth below, and on the further terms and conditions set forth in this Delayed Delivery Contract ("Contract")contract. [If two or more delayed closings, insert the following: The undersigned will purchase the Designated Securities from the Company as of on , 20 (the date hereof, for delivery “Delivery Date”) and interest on the Designated Securities so purchased will accrue from , 20 . The undersigned will purchase the Designated Securities from the Company on the delivery date or dates set forth below, Securities and in the principal amount or amounts set forth below: DELIVERY DATE PRINCIPAL AMOUNT ------------- ---------------- --------------------- ------------------------ --------------------- ------------------------ Delivery Date Principal Amount Date from Which Interest Accrues ,20 $ ,20 ,20 $ ,20 Each of such delivery dates date on which Designated Securities are to be purchased hereunder is hereinafter referred to as a “Delivery Date.] ” Payment for the Designated Securities that which the undersigned has agreed to purchase for delivery on--the--each--on each Delivery Date shall be made to the Company or its order [by certified or official bank check in New York Clearing House (next day) funds at the office of at M.] [, or by wire transfer of same day funds to an a bank account specified by the Company] on--the--such--, on such Delivery Date upon delivery to the undersigned of the Designated Securities then to be purchased by the undersigned--for delivery on such Delivery Date--undersigned in definitive fully registered form and in such denominations and registered in such names as the undersigned may designate by written written, telex or telegraphic facsimile communication addressed to the Company not less than five full business days prior to--the--such--to such Delivery Date. It is expressly agreed that the provisions for delayed delivery and payment are for the sole convenience of the undersigned; that the purchase hereunder of Securities is to be regarded in all respects as a purchase as of the date of this Contract; that the obligation of the Company to make delivery of and accept payment for, and the The obligation of the undersigned to take delivery of and make payment for, for Designated Securities on--the -- each--on each Delivery Date shall be subject only to the conditions condition that (1) investment in the purchase of Designated Securities to be made by the undersigned shall not at--the--such--on such Delivery Date be prohibited under the laws of any jurisdiction in the United States to which the undersigned is subject and (2) the Company shall have sold to the Underwriters the total principal amount of the Securities less the principal amount thereof covered by this and other similar Contracts. The undersigned represents that its investment in the Securities is not, as of the date hereof, prohibited under the laws of any jurisdiction to which the undersigned is subject subject. The obligation of the undersigned to take delivery of and which governs make payment for Designated Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Designated Securities pursuant to other contracts similar to this contract. The undersigned understands that Underwriters (the “Underwriters”) are also purchasing Designated Securities from the Company, but that the obligations of the Undersigned hereunder are not contingent on such investmentpurchases. Promptly after completion of the sale to the Underwriters the Company win will mail or deliver to the undersigned at its address set forth below notice to such effect, accompanied by copies a copy of the opinions Opinion of counsel Counsel for the Company delivered to the Underwriters in connection therewith. The undersigned represents and warrants that, as of the date of this contract, the undersigned is not prohibited from purchasing the Designated Securities hereby agreed to be purchased by it under the laws of the jurisdiction to which the undersigned is subject. This Contract contract will inure to the benefit of and be binding upon the parties hereto and their respective successors, but will not be assignable by either party hereto without the written consent of the other. This contract may be executed by either of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. It is understood that the acceptance by the Company of any such Delayed Delivery Contract (including this contract) is in the Company's ’s sole discretion andand that, without limiting the foregoing, acceptances of such contracts need not be on a first-come, first-served basis. If this Contract contract is acceptable to the Company, it is requested that the Company sign the form of acceptance below and mail or deliver one of the counterparts hereof to the undersigned at its address set forth below. This will become a binding contract between the Company and the undersigned when such counterpart is so mailed or delivereddelivered by the Company. Yours very trulyVery truly yours, ----------------------------------------- By: (Name of PurchaserAuthorized Signature) By --------------------------------------- --------------------------------------- Name: Title: (Title of Signatory) --------------------------------------- --------------------------------------- (Address of PurchaserAddress) Accepted: , as 200_ UNUMPROVIDENT CORPORATION By: Name: Title: Appendix A List of the above date. Global Marine Significant Subsidiaries Colonial Companies, Inc. By --------------------------- [Insert Title]Colonial Life & Accident Insurance Company Provident Life and Accident Insurance Company The Xxxx Xxxxxx Corporation The Xxxx Xxxxxx Life Insurance Company Unum Holding Company Unum Life Insurance Company of America
Appears in 1 contract
