The Final Term Sheet Sample Clauses

The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF DXXXX XXXX & WXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) [See attached.] Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) [See attached.] Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e) [See attached.]
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The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. XXXXXXX X-0 FORM OF OPINION OF COMPANY’S ASSISTANT GENERAL COUNSEL
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The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF XXXXX XXXX & XXXXXXXX LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) [See attached.] Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) [See attached.] Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e) [See attached.] Exhibit D [FORM OF LOCK-UP LETTER] , 2014 XXXXXX XXXXXXX & CO. LLC 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 X.X. XXXXXX SECURITIES LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Ladies and Gentlemen: The undersigned, a stockholder, an officer and/or a director of Tyson Foods, Inc., a Delaware corporation (the “Company”), understands that Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx,” and together with Xxxxxx Xxxxxxx, the “Representatives”) propose to enter into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s Class A common stock, par value $0.10 per share (the “Common Stock,” and such offering, the “Common Stock Offering”), and that the Representatives propose to enter into an Underwriting Agreement (the “Units Underwriting Agreement”) with the Company providing for the offering of the Company’s tangible equity units, which under certain circumstances will convert into shares of the Common Stock (the “Underlying Securities,” and such offering, the “Units Offering”). The Common Stock Underwriting Agreement and the Units Underwriting Agreement are collectively referred to herein as the “Underwriting Agreements,” and the Common Stock Offering and the Units Offering are collectively referred to herein as the “Offerings.” In recognition of the benefit that the Offerings will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in each Underwriting Agreement that, during a period of 60 days from the date of the applicable Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or con...
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The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. EXHIBIT A-2
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The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. Exhibit A FORM OF OPINION OF SIDLEY AUSTIN LLP TO BE DELIVERED PURSUANT TO SECTION 5(b)(i) Exhibit B FORM OF OPINION OF COMPANY COUNSEL TO BE DELIVERED PURSUANT TO SECTION 5(b)(ii) Exhibit C FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE TO BE DELIVERED PURSUANT TO SECTION 5(e)
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The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. EXHIBIT A-2 FORM OF OPINION OF COMPANY’S GENERAL COUNSEL March ___, 2009 BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. X.X. XXXXXX SECURITIES INC. As Representatives of the several Underwriters c/o Banc of America Securities LLC Xxx Xxxxxx Xxxx Xxx Xxxx, XX 00000 BNP Paribas Securities Corp. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 and X.X. Xxxxxx Securities Inc. 000 Xxxx Xxxxxx Xxx Xxxx, XX 00000 Re: Kansas City Power & Light Company
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The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. (MP) 21075/533/UA/ua.doc EXHIBIT A-2 Form of Opinion of Company’s General Counsel
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Related to The Final Term Sheet

  • Final Term Sheet The Company will prepare a final term sheet in a form approved by the Representatives, and will file such term sheet pursuant to Rule 433(d) under the Securities Act within the time required by such rule (such term sheet, the “Final Term Sheet”).

  • Term Sheet The Company will prepare, or cause to be prepared, a final term sheet relating to the Securities, containing only information that describes the final terms of the Securities and otherwise in a form consented to by the Representatives, and will file such final term sheet within the period required by Rule 433(d)(5)(ii) following the date such final terms have been established for the offering of the Securities. Any such final term sheet is an Issuer Free Writing Prospectus and a Permitted Free Writing Prospectus for purposes of this Agreement. The Company also consents to the use by any Underwriter of a free writing prospectus that contains only (i)(x) information describing the preliminary terms of the Securities or their offering or (y) information that describes the final terms of the Securities or their offering and that is included in the final term sheet of the Company contemplated in the first sentence of this subsection or (ii) other information that is not “issuer information”, as defined in Rule 433, it being understood that any such free writing prospectus referred to in clause (i) or (ii) above shall not be an Issuer Free Writing Prospectus for purposes of this Agreement.

  • Short Sales and Confidentiality Prior To The Date Hereof Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

  • EFFECTIVE DATE; TERM OF AGREEMENT This Agreement shall become effective as of April 5, 2005 (the "Effective Date"). Executive's employment shall continue on the terms provided herein until April 4, 2008 (the "End Date"), subject to earlier termination as provided herein (such period of employment hereinafter called the "Employment Period").

  • Additional Terms applicable to the Transaction Adjustments applicable to the Transaction: Potential Adjustment Events: Notwithstanding Section 11.2(e) of the Equity Definitions, a “Potential Adjustment Event” means an occurrence of any event or condition, as set forth in any Dilution Adjustment Provision, that would result in an adjustment under the Indenture to the “Conversion Rate” or the composition of a “unit of Reference Property” or to any “Last Reported Sale Price,” “Daily VWAP,” “Daily Conversion Value” or “Daily Settlement Amount” (each as defined in the Indenture). For the avoidance of doubt, Dealer shall not have any delivery or payment obligation hereunder, and no adjustment shall be made to the terms of the Transaction, on account of (x) any distribution of cash, property or securities by Counterparty to holders of the Convertible Notes (upon conversion or otherwise) or (y) any other transaction in which holders of the Convertible Notes are entitled to participate, in each case, in lieu of an adjustment under the Indenture of the type referred to in the immediately preceding sentence (including, without limitation, pursuant to the fourth sentence of Section 14.04(c) of the Indenture or the fourth sentence of Section 14.04(d) of the Indenture). Method of Adjustment: Calculation Agent Adjustment, which means that, notwithstanding Section 11.2(c) of the Equity Definitions, upon any Potential Adjustment Event, the Calculation Agent, acting in good faith and in a commercially reasonable manner, shall make a corresponding adjustment to any one or more of the Strike Price, Number of Options, Option Entitlement and any other variable relevant to the exercise, settlement or payment for the Transaction. Notwithstanding the foregoing and “Consequences of Merger Events / Tender Offers” below:

  • Pricing Term Sheet The Company will prepare a final pricing term sheet containing a description of the final terms of the Securities, in a form approved by the Representatives and containing the information in Schedule C hereto, and will file such term sheet pursuant to Rule 433(d) under the 1933 Act within the time period required by such rule (such term sheet, the “Pricing Term Sheet”).

  • Collateral Term Sheets (a) Prior to the delivery of any "Collateral Term Sheet" within the meaning of the PSA Letter, the filing of which material is a condition of the relief granted in such letter (such material being the "Collateral Term Sheets"), to a prospective investor in any Offered Certificates, the Underwriter shall, in order to facilitate the timely filing of such material with the Commission, notify the Company and its counsel by telephone of its intention to deliver such materials and the approximate date on which the first such delivery of such materials is expected to occur. Not later than 10:30 a.m., New York time, on the business day immediately following the date on which any Collateral Term Sheet was first delivered to a prospective investor in such Offered Certificates, the Underwriter shall deliver to the Company five complete copies of all materials provided by the Underwriter to prospective investors in such Offered Certificates which constitute "Collateral Term Sheets." Each delivery of a Collateral Term Sheet to the Company pursuant to this paragraph (a) shall be effected by delivering four copies of such materials to counsel for the Company on behalf of the Company at the address specified in Section 3 hereof and one copy of such materials to the Company. (Collateral Term Sheets and Structural Term Sheets are, together, referred to herein as "ABS Term Sheets.") At the time of each such delivery, the Underwriter shall indicate in writing that the materials being delivered constitute Collateral Term Sheets, and, if there has been any prior such delivery with respect to the related Series, shall indicate whether such materials differ in any material respect from any Collateral Term Sheets previously delivered to the Company with respect to such Series pursuant to this Section 9(a) as a result of the occurrence of a material change in the characteristics of the related Mortgage Loans.

  • Entire Agreement; Applicable Riders Customer represents that the Assets deposited in the Accounts are (Check one): X 1 1 With respect to each Customer listed on Schedule A hereto under the heading “ERISA Trusts.” Employee Benefit Plan or other assets subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”);

  • Short Sales and Confidentiality After The Date Hereof Each Purchaser severally and not jointly with the other Purchasers covenants that neither it nor any Affiliate acting on its behalf or pursuant to any understanding with it will execute any Short Sales during the period commencing at the Discussion Time and ending at the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Each Purchaser, severally and not jointly with the other Purchasers, covenants that until such time as the transactions contemplated by this Agreement are publicly disclosed by the Company as described in Section 4.6, such Purchaser will maintain the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction). Each Purchaser understands and acknowledges, severally and not jointly with any other Purchaser, that the Commission currently takes the position that coverage of short sales of shares of the Common Stock “against the box” prior to the Effective Date of the Registration Statement with the Securities is a violation of Section 5 of the Securities Act, as set forth in Item 65, Section A, of the Manual of Publicly Available Telephone Interpretations, dated July 1997, compiled by the Office of Chief Counsel, Division of Corporation Finance. Notwithstanding the foregoing, no Purchaser makes any representation, warranty or covenant hereby that it will not engage in Short Sales in the securities of the Company after the time that the transactions contemplated by this Agreement are first publicly announced as described in Section 4.6. Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the covenant set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement.

  • Effective Date Term and Termination A. This Agreement covers individual ANNUITY CONTRACTs issued by the CEDING COMPANY that:

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