Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the principal amount of Senior Notes set forth in Schedule I to this Agreement opposite the name of such Underwriter (plus any additional amount of Senior Notes that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof), at a price equal to 96.85% of the principal amount thereof.
Sale and Delivery to the Underwriters Closing. (a) The several commitments of the Underwriters to purchase Offered Securities pursuant to any Terms Agreement shall be deemed to have been made on the basis of the representations and warranties herein contained and shall be subject to the terms and conditions herein set forth.
Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Trust to issue the Offered Securities and the Company agrees to sell to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the Offered Securities at the purchase price for each class of Offered Securities equal to the product of (x) the principal balance of such class of Offered Securities purchased by an Underwriter and (y) the Purchase Price Percent for such class of Offered Securities, as set forth in Schedule A hereto. The Offered Securities will be represented initially by one or more definitive global certificates in registered form which will be deposited by or on behalf of the Company with The Depository Trust Company (“DTC”) or, on DTC’s behalf, with DTC’s designated nominee or custodian and duly endorsed to DTC or in blank by an effective endorsement. The Company will transfer the Offered Securities in book-entry form to the Representatives, for the account of each Underwriter, against payment by the Representatives (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Securities to the accounts of the Representatives at DTC. The Company will cause the global certificates referred to above to be made available to the Representatives for checking at least 24 hours prior to the Time of Delivery at the office of DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be 9:00 a.m., New York City time, on [__________], 200[_] or such other time and date as the Representatives and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.” The documents to be delivered at Time of Delivery by or on behalf of the parties hereto pursuant to Section 6 hereof, including the cross receipt for the Offered Securities and any additional documents requested by the Underwriters pursuant to Section 6(v) hereof, will be delivered at the offices of Xxxxxxx Xxxx & Xxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the “Closing Location”), and the Offered Securities will be delivered at the Designated Office, all at the Time of Delivery. A meeting will be held at the Closing Locatio...
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the Notes as set forth in Schedule A.
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained, and subject to the terms and conditions herein set forth, the Trust agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Trust 1,600,000 Initial Securities at the purchase price and terms set forth herein and in the Price Determination Agreement. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Trust hereby grants an option to the Underwriters to purchase up to an additional 240,000 Option Securities in accordance with the terms set forth herein and in the Price Determination Agreement. The option hereby granted will expire at 5:00 p.m. on the 30th day after the date the Registration Statement is declared effective by the Commission (or at 5:00 p.m. on the next business day if such 30th day is not a business day) and may be exercised, on one occasion only, solely for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by you to the Company setting forth the number of Option Securities as to which the Underwriters are exercising the option and the time, date and place of payment and delivery for the Option Securities. Such time and date of delivery (the "Option Closing Date") shall be determined by the Underwriters but shall not be later than five full business days after the exercise of said option, nor in any event prior to Closing Time, as hereinafter defined, nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given.
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Company agrees to sell to the Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a price of $6.175 per share, the number of Shares set forth opposite the name of each Underwriter on Schedule I hereto, subject to adjustments in accordance with Section 9 hereof.
Sale and Delivery to the Underwriters Closing. Subject to the terms and conditions herein set forth, the Company agrees to cause the Issuer to issue the Offered Notes and agrees to sell the Offered Notes on February 21, 2007 (the “Closing Date”) to each of the Underwriters, severally and not jointly, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, the principal amount of the Offered Notes set forth opposite the name of such Underwriter, and at the purchase price set forth, in Schedule A hereto. The Offered Notes shall be represented by one or more definitive global certificates registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”). The Company will cause the Issuer to transfer the Offered Notes in book-entry form to Deutsche Bank Securities Inc. (the “Representative”), for the account of each Underwriter, against payment by the Representative (by or on behalf of each such Underwriter or otherwise) of the purchase price therefor by wire transfer payable to the order of the Company in federal (same day) funds (to such account or accounts as the Company shall designate), by causing DTC to credit the Offered Notes to the account of the Representative at DTC. The time and date of such delivery and payment shall be 10:00 a.m., New York City time, the Closing Date or such other time and date as the Representative and the Company may agree upon in writing. Such time and date are herein called the “Time of Delivery.”
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at a price per share of $12.5132, the number of Initial Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby agrees to sell to the Underwriters, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase, the respective aggregate principal amount of Securities set forth opposite such Underwriter’s name on Exhibit A hereto at a purchase price of 102.688% of the aggregate principal amount of such Securities.
Sale and Delivery to the Underwriters Closing. (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, the number of shares of the Preference Stock set forth in Schedule I to this Agreement opposite the name of such Underwriter (plus any additional shares of the Preference Stock that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof), at a price equal to $25.00 per share of Preference Stock and (ii) the Company agrees to pay each Underwriter as compensation hereunder a commission equal to $0.4375 per share of Preference Stock purchased by such Underwriter.
