Pricing Agreement Clause Examples

Pricing Agreement. The parties hereto expect to enter into the Pricing Agreement on , 2004. The parties hereto shall have no right or claim to compel the execution of the Pricing Agreement. In the event that a Pricing Agreement is not signed, this Agreement and all rights and obligations hereunder shall terminate, except that the provisions of Articles 12, 13 and 16 shall survive such termination.

Pricing Agreement. [UNDERWRITERS] As Representatives of the several Underwriters named in Schedule I hereto,

Pricing Agreement. [Debt Securities] [Debt Warrants] [Preferred Stock] [Common Stock] [Date] To the [Underwriter[s] named in Schedule I] [Representative[s] named in Schedule II of the Underwriters named in Schedule I] Dear Sirs: King Pharmaceuticals, Inc. (the "Company") proposes subject to the terms and conditions stated herein and in the Underwriting Agreement, dated [date](the "Underwriting Agreement"), between the Company on the one hand and [_______] on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the Securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provision had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Company has delivered to you for each of the Underwriters copies of the Registration Statement and Prospectus, including the documents incorporated therein by reference. The Prospectus (including the Supplement relating to the Designated Securities) in the form heretofore delivered to you is now proposed to be filed, or mailed for filing, with the Commission. Subject to the terms and conditions set forth herein and in the Underwriting Agreement, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount or number, as applicable, of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto. [The Company authorizes the Underwriters to solicit offers to purchase Designated Securities from the Company pursuant to Delayed Delivery Contracts substantially in the form of Schedule III hereto but with such changes therein as the Company may approve. The Underwriters will endeavor to make such arrangements and, as compensation therefor, the Company will pay to...

Pricing Agreement. Particular sales of Designated 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 Pricing 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 Underwriters who act without any firm being designated as their representative. This Underwriting Agreement shall not be construed as an obligation of South Africa to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. The obligation of South Africa 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 Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the names of the Underwriters of such Designated Securities, the names of the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (to the extent not set forth in the Fiscal Agency Agreement and the registration statement and prospectus with respect thereto) the terms of such Designated Securities. A Pricing Agreement shall be in the form of an executed writing (which may be in counterparts), and may be evidenced by an exchange of telegraphic communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under this Agreement and each Pricing Agreement shall be several and not joint.

Pricing Agreement. 5.1 The price of Goods and/or Services shall be indicated on any invoice, quotation, work authority or other commercial form provided by the Supplier to the Customer in respect of Goods supplied, plus any transportation, freight, postage, packaging, handling, insurance and GST (where applicable, GST will be charged at the appropriate rate at the date of invoice). 5.2 Where the price of the Goods and/or Services has been quoted by the Supplier that price shall be binding upon the Supplier provided that the Goods and/or Services are delivered to and accepted by the Customer within thirty (30) days of the invoice, quotation, work authority or other commercial form. 5.3 The price shall be increased by the amount of any GST and other taxes and duties which may be applicable, except to the extent that the taxes and duties are expressly included in any quotation given by the Supplier. 5.4 Notwithstanding any prior acknowledgment by the Supplier of the price of Goods and/or Services, the prices specified for Goods and/or Services may at the Supplier’s option be subject to the Supplier’s prices and charges in effect at the time of delivery. 5.5 The Supplier shall be entitled to alter the price of Goods and/or Services in the invoice or contract price as a consequence of currency fluctuations, taxes, customs duty or other government imposts.

Pricing Agreement. The Seller and the Managers each acknowledge and agree that this Pricing Agreement forms part of and shall be read in conjunction with the Share Purchase Agreement.

Pricing Agreement. The Pricing Agreement shall have been duly authorized, executed and delivered by the Company, the Selling Shareholders and the Representative on behalf of the several Underwriters, there being no obligation to execute the Pricing Agreement.

Pricing Agreement. Barclays Capital Inc. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America Citigroup Global Markets Inc. ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America BNP Paribas Securities Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America Deutsche Bank Securities Inc. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America BofA Securities, Inc. ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America ▇.▇. ▇▇▇▇▇▇ Securities LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ of America as Representatives of the several Underwriters named in Schedule I hereto Ladies and Gentlemen: Anheuser-▇▇▇▇▇ InBev Worldwide Inc. (the "Issuer"), incorporated under the laws of the State of Delaware, and Anheuser-▇▇▇▇▇ InBev SA/NV, a société anonyme duly organized and existing under the laws of the Kingdom of Belgium (the "Parent Guarantor"), Anheuser-▇▇▇▇▇ InBev Finance Inc., Anheuser-▇▇▇▇▇ Companies, LLC, Brandbrew S.A., a société anonyme incorporated under the laws of the Grand Duchy of Luxembourg, with its registered address at Zone Industrielle ▇▇▇▇▇▇▇▇▇▇ ▇▇. ▇▇, ▇-▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇, Grand Duchy of Luxemburg and registered with the Luxembourg register of commerce and companies under number B 75.696, Brandbev S.à ▇.▇., a société à responsabilité limitée incorporated under the laws of the Grand Duchy of Luxembourg, with its registered office at Zone Industrielle Breedewues No. 15, L-1259 Senningerberg, Grand Duchy of Luxemburg and registered with the Luxembourg Register of Commerce and Companies under the number B 80.984, and Cobrew NV, a naamloze vennootschap duly organized and existing under the laws of the Kingdom of Belgium (each a "Subsidiary Guarantor" and together with the Parent Guarantor, the "Guarantors"), propose, subject to the terms and conditions stated herein and in the Underwriting Agreement Standard Provisions (and further subject to the paragraph below) (the "Underwriting Agreement"), a copy of which is attached hereto as Schedule V, to issue and sell to the Underwriters named in Schedule I hereto (the "Underwriters") the securities specified in Schedule II hereto (the "Designated Securities"). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have bee...

Pricing Agreement. In the event that such prices have not been agreed upon and the Pricing Agreement has not been executed and delivered by all parties thereto by the close of business on the fourth business day following the date of this Agreement, this Agreement shall terminate forthwith, without liability of any party to any other party, unless otherwise agreed to by the Seller and you.