Agreements to Sell and Purchase Contract Clauses (1,375)
Grouped Into 39 Collections of Similar Clauses From Business Contracts
This page contains Agreements to Sell and Purchase clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $17.8108 per share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to i...ts terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, Initial Purchasers, and each Underwriter, Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite its name at $17.8108 per share a purchase price of 97.25% of the principal amount ...thereof (the "Purchase Price"). Price") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell hereby grants to the Underwriters the Additional Shares, and the Underwriters shall have Initial Purchasers the right to purchase, severally and not jointly, up to the number $41,250,000 aggregate principal amount of Additional Shares set forth Securities, for the purpose of covering sales of Securities in Schedule I hereto excess of the principal amount of the Firm Securities, at the Purchase Price, less an amount per share equal Price plus accrued interest, if any, to any distributions declared by the Company date of payment and payable on the Firm Shares but not payable on the Additional Shares. You delivery. The Representatives may exercise this right on behalf of the Underwriters Initial Purchasers in whole or from time to time in part by giving written notice not later than 30 13 days after the date of the Prospectus. this Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such Shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an "Option Closing Date"), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the number Company the principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares Securities as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto I opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Securities. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $17.8108 per $[●] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreemen...t, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company not later than 30 days after the date of the Prospectus. this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you the Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.View More
Agreements to Sell and Purchase. The Company Each Seller, severally and not jointly, hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from such Seller at $ a share (the "Purchase Price") the Company number of Firm Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the respective numbers same... proportion to the number of Firm Shares to be sold by such Seller as the number of Firm Shares set forth in Schedule II hereto opposite its the name at $17.8108 per share (the "Purchase Price"). of such Underwriter bears to the total number of Firm Shares. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees and certain Selling Stockholders hereby agree to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, purchase from such Selling Stockholders, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less of which shares are to be issued and sold by the Company and shares are to be sold by the Selling Stockholders, as and to the extent indicated on Schedule I hereto, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares shares are to be 15 purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 5 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto.
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price Notes set forth in Schedule I hereto. hereto opposite their names at a purchase price of 98.812% of the princip...al amount thereof (the "Purchase Price"). View More
Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective principal amounts amount of Securities the Notes set forth in Schedule II I hereto opposite its name at a price equal to 98.496% of the purchase price set forth in Schedule I hereto. principa...l amount thereof plus accrued interest, if any, from the Closing Date. View More
Agreements to Sell and Purchase. The Company Partnership hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Partnership the respective principal amounts amount of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto. hereto (the "Purchase Price").
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), the number of Fi...rm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also agrees to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership up to 450,000 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 5,000,000 Firm Units to the Underwriters. Upon the basis of the representations, warranties and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of $17.9075 $14.8025 per Unit (the "purchase price per Unit"...), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership In addition, the Selling Unitholders hereby also agrees agree, severally and not jointly and as to the extent indicated in Schedule VII hereto, to sell to the Underwriters, and, upon the basis of the representations, warranties and agreements of the Partnership Parties and the Selling Unitholders herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for at any time within 30 days from the date of the Prospectus this Agreement to purchase from the Partnership Selling Unitholders up to 450,000 750,000 Additional Units at the purchase price per Unit for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by the Partnership on the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you may 3 determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter Underwriters as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option Any such election to purchase Additional Units may shall be exercised made in whole or proportion to the maximum number of Additional Units agreed to be sold by each Selling Unitholder as set forth in part at any time within 30 days after the date of this Agreement. Schedule VII hereto. View More
Agreements to Sell and Purchase. 2.1. Upon the terms and conditions set forth herein, the Partnership hereby agrees to issue and sell an aggregate of 3,000,000 the Firm Units to the Underwriters. Upon the basis of the representations, warranties warranties, covenants and agreements of the Partnership TXO Parties herein contained in Sections 1.1.1 and 4.1 hereof and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Partnership at a purchase price of...$17.9075 $18.75 per Unit (the "purchase price per "Purchase Price Per Unit"), the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The hereto, subject to such adjustments among the Underwriters as the Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional shares. 2.2. Upon the terms and conditions set forth herein, the Partnership hereby also agrees to issue and sell the Additional Units to the Underwriters, and, upon Underwriters. Upon the basis of the representations, warranties warranties, covenants and agreements of the Partnership TXO Parties herein contained in Sections 1.1.1 and 4.1 hereof and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 thirty (30) days from the date of the Prospectus to purchase from the Partnership up to 450,000 in whole or in part the Additional Units at the purchase price per Unit Purchase Price Per Unit. The Additional Units may be purchased solely for the Firm Units, less an amount per Common Unit equal to any cash distribution payable by purpose of covering over-allotments, if any, made in connection with the Partnership on offering of the Firm Units but only to the extent that such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, each Underwriter, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments as you the Representatives in its sole discretion may determine to avoid fractional units) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter as the number of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 thirty (30) days after the date of this Agreement. 2.3. It is understood that 500,000 Firm Units (the "Directed Units") will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of the Financial Industry Regulatory Authority, Inc. ("FINRA") to directors, officers or employees of the Current General Partner and its affiliates and persons having relationships with the Partnership and its affiliates who have heretofore delivered to Raymond James offers or indications of interest to purchase Directed Units (such persons, "Directed Unit Offerees") in form satisfactory to Raymond James (such program, the "Directed Unit Program") and that any allocation of such Directed Units among such persons will be made in accordance with timely directions received by Raymond James from the Partnership; provided that under no circumstances will Raymond James or any Underwriter be liable to the Partnership or to any such person for any action taken or omitted in good faith in connection with such Directed Unit Program. It is further understood that any Directed Units not affirmatively reconfirmed for purchase by any participant in the Directed Unit Program before the Common Units begin trading in the market after pricing of the offering contemplated hereby or that otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus. View More
Agreements to Sell and Purchase. Upon the terms and conditions set forth herein, the Partnership The Company hereby agrees to issue and sell an aggregate of 3,000,000 Firm Units to the Underwriters. Upon several Underwriters, and each Underwriter, upon the basis of the representations, representations and warranties and agreements of the Partnership Parties herein contained and contained, but subject to all the terms and conditions set forth herein, each Underwriter hereinafter stated, agrees, severally and not jointly, to purc...hase from the Partnership at a purchase price of $17.9075 per Unit (the "purchase price per Unit"), Company the number respective numbers of Firm Units set forth opposite the name of such Underwriter in Schedule I hereto. The Partnership hereby also hereto opposite its name at $48.575 per Unit (the "Purchase Price"). On the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, the Company agrees to sell to the Underwriters, and, upon Underwriters the basis of the representations, warranties Additional Units, and agreements of the Partnership Parties herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase from the Partnership purchase, severally and not jointly, up to 450,000 1,500,000 Additional Units at the purchase price per Unit for Purchase Price. The Managers may exercise this right on 13 behalf of the Firm Units, less an amount per Common Unit equal Underwriters in whole or from time to any cash distribution payable time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Units to be purchased by the Partnership Underwriters and the date on the Firm Units but only to the extent that which such distribution is not payable on the Additional Units. If any Additional Units are to be purchased, purchased. Each purchase date must be at least two business day after the written notice is given and may not be earlier than the closing date for the Firm Units nor later than seven business days after the date of such notice. Additional Units may be purchased as provided in Section [ ] hereof solely for the purpose of covering over-allotment sales of securities in excess of the number of the Firm Units. On each Underwriter, day, if any, that Additional Units are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Units (subject to such adjustments to eliminate fractional securities as you the Managers may determine to avoid fractional units) determine) that bears the same proportion to the total number of Additional Units to be purchased by the Underwriter on such Option Closing Date as the number of Firm Units set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Units. The option to purchase Additional Units may be exercised in whole or in part at any time within 30 days after the date of this Agreement.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto at the purchase price of 98.719% of the principal amount of the Notes.
Agreements to Sell and Purchase. The Company hereby agrees to sell to the Underwriters, and the Underwriters, severally and not jointly, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agree to purchase from the Company the principal amount of the Notes set forth opposite such Underwriter's name in Schedule I hereto at the purchase price of 98.719% 98.496% of the principal amount of the Notes.
Agreements to Sell and Purchase. (a) Purchase of Firm Shares. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters and each of the several Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per share of $23.7282, the respective number of Firm Shares set forth opposite such Underwriter's name on Schedule I hereto, plus such... additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, bears to the total number of Firm Shares, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. 2 (b) Purchase of Option Shares. In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 450,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The option hereby granted may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement, upon written notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company shall issue and sell to each Underwriter the number of Option Shares set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, subject, however, to such adjustments to eliminate fractional shares as the Representatives in their sole discretion shall make.View More
Agreements to Sell and Purchase. (a) Purchase of Firm Shares. On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, Underwriting Agreement (the "Agreement"), (i) the Company agrees to issue and sell the Firm Shares to the several Underwriters and (ii) each of the several Underwriters, severally and not jointly, agrees to purchase from the Company, at the purchase price per share of $23.7282, Company the respective number of F...irm Shares set forth opposite such that Underwriter's name on in Schedule I hereto, plus such additional number at the purchase price of $28.275 for each Firm Shares which such Underwriter may become obligated Share. * Plus an option to purchase pursuant up to the provisions of Section 8 hereof, bears to the total number of Firm Shares, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional an additional 185,000 shares. 2 (b) Purchase of Option Shares. In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject Subject to all the terms and conditions of this Agreement, the Company grants an option the Option to the several Underwriters to purchase, severally and not jointly, up to 450,000 185,000 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares; provided that Shares for the price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared and payable by purpose of covering over-allotments made in connection with the Company on the Firm Shares but not payable on the Option Shares. The option hereby granted may be exercised only to cover over-allotments in the sale offering of the Firm Shares by the Underwriters and Shares, if any. The Option may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement, Agreement upon written or telegraphic notice (the (an "Option Shares Notice") by the Representatives to the Company no later than 12:00 p.m., noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the an Option Closing Date, the Company shall will issue and sell to each Underwriter the Underwriters the number of Option Shares set forth in the applicable Option Shares Notice Notice, and the Underwriters shall each Underwriter will purchase from the Company such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, subject, however, to such adjustments to eliminate fractional shares as adjusted by the Representatives in their sole discretion shall make. such manner as they deem advisable to avoid fractional shares. View More
Agreements to Sell and Purchase. (a) Purchase of Firm Shares. On The Company hereby agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters and, upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters and set forth herein, each of the several Underwriters, Underwriter agrees, severally and not jointly, agrees to purchase fro...m the Company, at the purchase price per share of $23.7282, Share set forth in Schedule III to this Agreement, the respective number of Firm Shares set forth opposite such Underwriter's name their respective names on Schedule I hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant this Agreement. (b) Subject to the provisions of Section 8 hereof, bears to the total number of Firm Shares, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. 2 (b) Purchase of Option Shares. In addition, on the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, and in reliance upon the representations and warranties herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to 450,000 the number of Option Shares from the Company set forth in Schedule I hereto at the same purchase price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any set forth in Schedule III to this Agreement on such Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared and payable by the Company on the Firm Shares but not payable on the Option Shares. The date of purchase. Said option hereby granted may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and Underwriters. Said option may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement, the Prospectus upon written written, electronic or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 p.m., New York City time, setting forth the number of Option Shares as to which the several Underwriters are exercising the option and the settlement date (each, an "Option Closing Date"). Each purchase date must be at least two (2) Business Days after the written notice is given and no more may not be earlier than five business days before the Closing Date for 3 the Firm Shares nor later than ten (10) Business Days after the date specified for closing in the Option Shares Notice (an "Option Closing Date"), setting forth the aggregate of such notice. The number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company shall issue and sell to by each Underwriter shall be the same percentage of the total number of Option Shares set forth in the Option Shares Notice and the Underwriters shall purchase from the Company such percentage of the Option Shares to be purchased by the several Underwriters as is equal to the percentage of Firm Shares that such Underwriter is purchasing, subject, however, to such adjustments to eliminate fractional shares as purchasing of the Representatives in their sole discretion shall make. Firm Shares. View More
Agreements to Sell and Purchase. (a) Purchase of Firm Shares. On the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, herein set forth, the Company agrees to issue and sell to the several Underwriters each Underwriter, severally and not jointly, and each of the several Underwriters, Underwriter, severally and not jointly, agrees to purchase from the Company, Company at the a purchase price of $45.60 per shar...e of $23.7282, Share, the respective number of Firm Shares set forth opposite such Underwriter's name on in Schedule I hereto, opposite the name of such Underwriter, plus such any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 11 hereof, bears to the total number of Firm Shares, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. 2 securities. (b) Purchase of Option Shares. In addition, on the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to all the terms and conditions of this Agreement, herein set forth, the Company hereby grants an option to the several Underwriters to purchase, Underwriters, severally and not jointly, to purchase up to 450,000 272,250 Option Shares from the Company at the same purchase price per share as the Underwriters shall pay for the Firm Shares; provided that the price per share for any Option Shares shall be reduced by set forth in Section 2(a), less an amount per share equal to any dividends or distributions declared and payable by the Company and payable on the Firm Shares but not payable on the Option Shares. The Said option hereby granted may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the 30th day after the date of this Agreement, hereof upon written written, electronic or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 p.m., New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (an "Option Closing Date"), setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company shall issue and sell to each Underwriter the number of Option Shares set forth in as to which the Option Shares Notice Underwriters are exercising the option and the Underwriters settlement date (each, an "Option Closing Date"). Any such time shall purchase from be determined by the Company Underwriters, but shall not be less than one (1) Business Day after the written notice is given and may not be earlier than the Closing Date for the Firm Shares nor later than ten (10) Business Days after the date of such percentage notice. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares as is equal to then being purchased, which the percentage number of Firm Shares that set forth on Schedule I opposite the name of such Underwriter is purchasing, subject, however, bears to the total number of Firm Shares, subject in each case, to such adjustments to eliminate fractional shares as the Representatives Representatives, in their sole discretion discretion, shall make. make to eliminate any sales or purchases of fractional securities. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at a price (the "Purchase Price") equal to $990 per share of the Securities (subject to such adjustments to eliminate fractional shares of the Securities as you may determine) that bears the same proportion to the number of shares... of the Securities to be sold by the Company as the number of shares of the Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of the Securities. The Company hereby agrees that it will not, for the period from the date of the Prospectus through and including the Closing Date, without first obtaining the prior written consent of the Representatives, directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of, any Preferred Stock or securities exchangeable for or convertible into Preferred Stock, except for the Securities sold to the Underwriters pursuant to this Agreement.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company at a price (the "Purchase Price") equal to $990 (i) $24.2125 per share of the Securities with respect to shares sold to retail investors and (ii) $24.7500 per share of the Securities with respect to shares sold to institutional in...vestors the number of shares of the Securities (subject to such adjustments to eliminate fractional shares of the Securities as you may determine) that bears the same proportion to the number of shares of the Securities to be sold by the Company as the number of shares of the Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of the Securities. The Company hereby agrees that it will not, for the 30 day period from the date of the Prospectus through and including the Closing Date, without first obtaining the prior written consent of the Representatives, directly or indirectly, issue, sell, offer to contract or grant any option to sell, pledge, transfer or otherwise dispose of, any Preferred Stock or securities exchangeable for or convertible into Preferred Stock, except for the Securities sold to the Underwriters pursuant to this Agreement. 12 4. Terms of Public Offering. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Time of Sale Prospectus and the Prospectus, their respective portions of the Securities as soon after the execution of this Agreement as the Representatives, in their sole judgment, have determined is advisable and practicable. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto. 11 3. Public Offering. The Company is advised by you that the Underwriters prop...ose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company Company, at purchase prices as set forth on Schedule I, in the respective principal amounts of Securities as set forth opposite its name in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto....11 9 3. Public Terms of Offering. The Representatives have advised the Company is advised by you that the Underwriters propose will, subject to the provisions hereof and the selling restrictions disclosed in the Prospectus, make a public offering of their respective portions proportions of the Securities purchased by the Underwriters hereunder as soon after the Registration Statement and this Agreement have become effective as in your the judgment of the Representatives is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus. Prospectus (including the selling and transfer restrictions contained therein). View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company (i) the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price 2033 Notes set forth in Schedule I hereto. 11 hereto opposite their names at a purchase price of 98.813% of... the principal amount thereof and (ii) the respective principal amounts of 2052 Notes set forth in Schedule I hereto opposite their names at a purchase price of 97.391% of the principal amount thereof. 12 3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Securities set forth in Schedule II hereto opposite its name at the purchase price set forth in Schedule I hereto. 11 8 3. Public Offering. The Company is advised by you the Representatives that... the Underwriters propose to make a public offering of their respective portions of the Securities as soon after the Registration Statement and this Agreement have become effective has been executed as in your the Representatives' judgment is advisable. The Company is further advised by you the Representatives that the Securities are to be offered to the public upon the terms set forth in the Prospectus. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the principal amount of the Securities set forth in Schedule I hereto opposite its name at a purchase price (the "Purchase Price") of 99.257% of the principal amount thereof plus accrued interest, if any, from August 15, 2016 to t...he Closing Date (as defined in Section 4). Each of the Company and the Guarantor hereby agree that during the period from the date hereof through and including August 15, 2016, the Company and the Guarantor will not, without the prior written consent of the Underwriters, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or the Guarantor and having a tenor of more than one year. 12 3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus.View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the principal amount of the Securities set forth in Schedule I hereto opposite its name at a purchase price (the "Purchase Price") of 99.257% 99.395% of the principal amount thereof plus accrued interest, if any, from August 15, 2...016 17, 2020 to the Closing Date (as defined in Section 4). Each of the Company and the Guarantor hereby agree that during the period from the date hereof through and including August 15, 2016, 17, 2020, the Company and the Guarantor will not, without the prior written consent of the Underwriters, offer, sell, contract to sell or otherwise dispose of any debt securities issued or guaranteed by the Company or the Guarantor and having a tenor of more than one year. 12 3. Terms of Public Offering. The Company is advised by you that the Underwriters propose to make a public offering of their respective portions of the Securities as soon after this Agreement has become effective as in your judgment is advisable. The Company is further advised by you that the Securities are to be offered to the public upon the terms set forth in the Prospectus. View More
Agreements to Sell and Purchase. The Company agrees to issue and sell, and, on the basis of the representations and warranties contained in this Underwriting Agreement (the "Agreement") and subject to its terms and conditions, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of the Notes set forth opposite such Underwriter's name on Schedule A hereto at an aggregate purchase price of 99.088% of the principal amount thereof ($495,440,000), plus accrued interest, if a...ny, from October 2, 2020 to the date of payment and delivery (collectively, the "Purchase Price").View More
Agreements to Sell and Purchase. The Company agrees to issue and sell, and, on the basis of the representations and warranties contained in this Underwriting Agreement (the "Agreement") and subject to its terms and conditions, each Underwriter agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of the Notes set forth opposite such Underwriter's name on Schedule A hereto at an aggregate purchase price of 99.088% 99.439% of the principal amount thereof ($495,440,000), ($497,195,000), plu...s accrued interest, if any, from October 2, 2020 10, 2019 to the date of payment and delivery (collectively, the "Purchase Price"). View More
Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein set forth, 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, the Securities at a purchase price to the Company equal to 98.950% of the principal amount at maturity of the Securities (i.e., $395,800,000), in the respective principal amount set forth opposite their... names on Schedule A hereto. 2 3. Terms of Offering. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company is further advised by you that the Securities are to be offered to the public initially at a price equal to 99.575% of the aggregate principal amount of the Securities. After the initial offering, the public offering price or any other term of the offering may be changed.View More
Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein set forth, forth herein, 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, the Securities at a purchase price to the Company equal to 98.950% 98.568% of the principal amount at maturity of the Securities (i.e., $395,800,000), $640,692,000), in the respective prin...cipal amount amounts set forth opposite their names on Schedule A hereto. 2 3. Terms of Offering. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company is further advised by you that the Securities are to be offered to the public initially at a price equal to 99.575% 99.218% of the aggregate principal amount of the Securities. After the initial offering, the public offering price or any other term of the offering may be changed. View More
Agreements to Sell and Purchase. On the basis of the representations and warranties contained in this Agreement, and subject to the terms and conditions herein set forth, forth herein, 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, the Securities at a purchase price to the Company equal to 98.950% 98.052% of the principal amount at maturity of the Securities (i.e., $395,800,000), $588,312,000), in the respective prin...cipal amount amounts set forth opposite their names on Schedule A hereto. 2 3. Terms of Offering. The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. The Company is further advised by you that the Securities are to be offered to the public initially at a price equal to 99.575% 98.702% of the aggregate principal amount of the Securities. After the initial offering, the public offering price or any other term of the offering may be changed. View More
