Purchase of the Securities by the Underwriters Contract Clauses (396)
Grouped Into 9 Collections of Similar Clauses From Business Contracts
This page contains Purchase of the Securities by the Underwriters clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% of the principal amount thereof p...lus accrued interest, if any, from September 25, 2014 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) 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 Time of Sale Information. 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. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk & Wardwell LLP at 10:00 A.M., New York City time, on September 25, 2014, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company and the Guarantors acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company, the Guarantors or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the Underwriters of the Company, the Guarantors, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors.View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% 98.563% of the principal amount t...hereof plus accrued interest, if any, from September 25, 2014 January 18, 2019 to the Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) 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 Time of Sale Information. 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. (c) Payment for and delivery of the Securities will shall be made at the offices of Davis Polk & Wardwell LLP LLP, 450 Lexington Avenue, New York, New York 10017 at 10:00 A.M., New York City time, on September 25, 2014, January 18, 2019 or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery of the Securities is referred to herein as the "Closing Date". (d) Date." (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in this Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by the such Underwriters named herein of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided named in this Agreement, Schedule 1 hereto, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price purchase prices equal to ...99.238% 98.360% of the principal amount thereof of the 2029 Notes, plus accrued interest, if any, from September 25, 2014 February 26, 2019 to the Closing Date (as defined below). Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) 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 Time of Sale Information. 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. (c) Payment for and delivery of the Securities will shall be made at the offices of Davis Polk & Wardwell LLP Mayer Brown LLP, Chicago, Illinois at 10:00 9:00 A.M., New York City Chicago time, on September 25, 2014, February 26, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". (d) Date." (c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) account specified by the Company to the -3- Representatives against delivery to the nominee of The Depository Trust Company, Company (the "Depositary"), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by the Representatives not later than 1:00 12:00 P.M., New York City Chicago time, on the business day prior to the Closing Date. (e) 2 (d) The Company acknowledges and the Guarantors acknowledge and agree agrees that the Underwriters named in the Underwriting Agreement are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Guarantors with respect to the any offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Guarantors Company or any other person. Additionally, neither the Representatives nor any other no such Underwriter is advising the Company, the Guarantors Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Guarantors shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the such Underwriters shall have no responsibility or liability to the Company or the Guarantors with respect thereto. Any review by such Underwriters named in the Underwriters Underwriting Agreement of the Company, the Guarantors, the transactions contemplated hereby thereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Guarantors. Company. View More
Purchase of the Securities by the Underwriters. (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, the Issuer agrees to issue and sell the Securities to each Underwriter as provided in this Agreement, and each Underwriter, severally and not jointly, agrees to purchase from the Company Issuer the respective principal amoun...t of Securities set forth opposite such Underwriter's name in Schedule 1 hereto at a price equal to 99.238% 98.328% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 January 11, 2019 to the Closing Date (as defined below). The Company Issuer will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. 2 (b) The Company understands Issuer and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon as practicable after the effectiveness of this Agreement as in the judgment of the Representatives Underwriters is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. Final Prospectus. The Company acknowledges Issuer and agrees the Guarantor acknowledge and agree that the Underwriters each Underwriter may offer and sell Securities to or through any affiliate of an such Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any the applicable Underwriter. (c) Payment for and delivery of the Securities will be made at the offices of Davis Polk Simpson Thacher & Wardwell Bartlett LLP at 10:00 10:30 A.M., New York City time, on September 25, 2014, January 11, 2019, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives Underwriters, the Issuer and the Company Guarantor may agree upon in writing. The time and date of such payment and delivery is referred to herein as the "Closing Date". Date." (d) Payment for the Securities shall be made by wire transfer in immediately available funds to the account(s) specified to the Underwriters by the Company to Issuer and the -3- Representatives Guarantor against delivery to the nominee of The Depository Trust Company, for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the "Global Note"), Notes"), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. Issuer, except to the extent such taxes were imposed due to the failure of an Underwriter, upon the request of the Issuer, to use its reasonable efforts to provide any form, certificate, document or other information that would have reduced or eliminated the withholding or deduction of such taxes. The Global Note Notes will be made available for inspection by the Representatives Underwriters not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date. (e) The Company Each of the Issuer and the Guarantors acknowledge Guarantor acknowledges and agree agrees that the Underwriters are each Underwriter is acting solely in the capacity of an arm's length contractual counterparty to each of the Company Issuer and the Guarantors Guarantor with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, Issuer, the Guarantors Guarantor or any other person. Additionally, neither the Representatives nor any other Underwriter is Underwriters are not advising the Company, Issuer or the Guarantors Guarantor or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company Each of the Issuer and the Guarantors Guarantor shall consult with their its own advisors concerning such matters and shall be responsible for making their its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company Issuer or the Guarantors Guarantor with respect thereto. Any review by the Underwriters of the Company, Issuer, the Guarantors, Guarantor, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company Issuer or the Guarantors. Guarantor. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Securities at a price equal to 99.253% of the aggregate principal amount thereof, plus accrued interest, if any, from March 23, 2023, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of the Securities set forth opposite that Underwriter's name in Schedule 1 hereto. T...he Company shall not be obligated to deliver any of the Securities to be delivered on the Closing Date, except upon payment for all such Securities to be purchased on such Closing Date as provided herein.View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees Issuers agree to sell the Securities at a price equal to 99.253% of the aggregate principal amount thereof, plus accrued interest, if any, from March 23, 2023, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Issuers the principal amount of the Securities set forth opposite that Underwriter...'s name in Schedule 1 hereto. hereto at a price equal to 99.263% of the principal amount thereof, plus accrued interest, if any, from the Delivery Date. The Company Issuers shall not be obligated to deliver any of the Securities to be delivered on the Closing Date, except upon payment for all such of the Securities to be purchased on such Closing Date as provided herein. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Securities at a price equal to 99.253% 99.074% of the aggregate principal amount thereof, plus accrued interest, if any, from March 23, 2023, May 31, 2019, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of the Securities set forth opposite that Underwriter's name i...n Schedule 1 hereto. 14 The Company shall not be obligated to deliver any of the Securities to be delivered on the Closing Date, except upon payment for all such Securities to be purchased on such Closing Date as provided herein. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the Securities at a price equal to 99.253% 99.217% of the aggregate principal amount thereof, plus accrued interest, if any, from March 23, 2023, May 18, 2020, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of the Securities set forth opposite that Underwriter's name i...n Schedule 1 hereto. The Company shall not be obligated to deliver any of the Securities to be delivered on the Closing Date, except upon payment for all such Securities to be purchased on such Closing Date as provided herein. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally and not joi...ntly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered.View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $24.2125 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally an...d not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities solely to cover over-allotments for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. 16 4. Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company ("DTC") or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the fifth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the "First Closing Date"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the "Option Closing Date"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates.") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. View More
Purchase of the Securities by the Underwriters. (a) Subject Upon the basis of the warranties and representations and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, respective Underwriters and each of the Underwriters agrees, Underwriters, severally and not jointly, agrees to purchase from the Company the respective principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I... attached hereto at a purchase price of $6.00 per share 96.85% of the principal amount thereof with respect to Firm Securities, plus accrued interest, if any, from the First Closing Date (as defined below). The Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. (b) In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company ratably in accordance with the number of Firm Securities to be purchased by each of them (subject to such adjustment as the Representative may determine to ensure that the Optional Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), all or a portion of the Optional Securities, at the purchase price set forth above. This option may be exercised by the Representative on behalf of the several Underwriters at any time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate amount of Optional Securities as to which the option is being exercised and the date and time when the Optional Securities are to be delivered (such date and time being hereinafter referred to as the "Option Closing Date"); provided, however, that the Option Closing Date shall not be (i) earlier than the First Closing Date (as defined below) or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Optional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter's name in Underwriter on Schedule I attached hereto, hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representative may determine to ensure that the Option Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally 14 4. Delivery of and not jointly, Payment for Securities. Payment of the purchase price for the Firm Securities shall be made to offer the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities to RBC Capital Markets, LLC through the public facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on March 18, 2015 (unless another time shall be agreed to by RBC Capital Markets, LLC and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "First Closing Date." Each of the First Closing Date and the Option Closing Dates is herein individually referred to as set forth a "Closing Date" and collectively they are referred to as the "Closing Dates." Electronic transfer of the Firm Securities shall be made to the Underwriters at the First Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Payment of the purchase price for the Optional Securities shall be made at the applicable Option Closing Date in the Prospectus. (b) The Company hereby grants to same manner and at the Representatives and their designees an option to purchase from same office as the Company all or any portion payment for the Firm Securities. Electronic transfer of the Optional Securities for a period of thirty (30) days from shall be made to the date hereof Underwriters at the purchase price per share set forth Option Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Deliveries of the documents described in Section 3(a) 6 hereof less an amount per share equal with respect to any dividends or distributions declared by the Company and payable purchase of the Securities shall be made at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, 10166 (or such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on each share the dates of the closing of the purchase of the Firm Securities but not payable on any of or the Optional Securities. Optional Securities shall be purchased from Securities, as the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. case may be. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $[·] per share (which gives effect to a [·]% underwriting discount), the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Secti...on 8 hereof. hereto. Each Underwriter agrees, severally and not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees Underwriters an option to purchase from the Company Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof of the Prospectus at the purchase price per share set forth in Section 3(a) hereof less above, provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the such Optional Securities. Optional Securities shall be purchased from the Company Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell $600,000,000 aggregate principal amount of the Securities to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.915% of the aggregate principal amount of the Securities, the respective aggregate principal amounts of such Securities set forth opposite th...at Underwriter's name in Schedule I hereto, plus any additional principal amount of such Securities that such Underwriter may become obligated to purchase pursuant to Section 9 of this Agreement. 12 The Company shall not be obligated to deliver any of the Securities to be delivered on the Delivery Date, except upon payment for all such Securities to be purchased on such Delivery Date as provided herein.View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell $600,000,000 $1,100,000,000 aggregate principal amount of the Securities 2023 Notes and $1,100,000,000 aggregate principal amount of the Floating Rate Notes to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of 98.915% 99.746% of the aggregate principal am...ount of the Securities, 2023 Notes and 99.750% of the aggregate principal amount of the Floating Rate Notes, the respective aggregate principal amounts of such Securities set forth opposite that Underwriter's name in Schedule I hereto, plus any additional principal amount of such Securities that such Underwriter may become obligated to purchase pursuant to Section 9 of this Agreement. 12 The Company shall not be obligated to deliver any of the Securities to be delivered on the Delivery Date, except upon payment for all such Securities to be purchased on such Delivery Date as provided herein. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase at a price of $23.625 per Share (which gives effect to a 5.5% discount), 320,000 Firm Shares. The Underwriter agrees to offer the Firm Shares to the public as set forth in the Prospectus. (b) The Company hereby grants to the Underwriter and its designees an option to purchase ...from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Optional Shares for a period of thirty (30) days from the date of the Prospectus at the purchase price per Share set forth above. No Optional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered.View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, and the Underwriter agrees to purchase at a price of $23.625 $[•] per Share (which gives effect to a 5.5% [•]% discount), 320,000 [•] Firm Shares. The Underwriter agrees to offer the Firm Shares to the public as set forth in the Prospectus. (b) The Company hereby grants to the Underwriter and its designees an optio...n to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Optional Shares for a period of thirty (30) days from the date of the Prospectus at the purchase price per Share set forth above. No Optional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriter, Underwriters, and each of the Underwriter agrees Underwriters agrees, severally and not jointly, to purchase at a price of $23.625 $8.507 per Share (which gives effect to a 5.5% 6% discount), 320,000 the number of Firm Shares. The Underwriter agrees Shares set forth opposite such Underwriter's name in Schedule I he...reto. Each of the Underwriters agrees, severally and not jointly, to offer the Firm Shares to the public as set forth in the Prospectus. (b) The Company hereby grants to the Underwriter Underwriters and its designees an option to purchase from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Optional Shares for a period of thirty (30) days from the date of the Prospectus at the purchase price per Share set forth above. Optional Shares shall be purchased from the Company, for the account of each Underwriter in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. No Optional Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. View More
Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Firm Shares and/or Pre-Funded Warrants to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the Firm Shares and/or Pre-Funded Warrants from the Company, as set forth on Schedule I hereto. The purchase price payable by the Underwriters for one Firm Share shall be $[●] per... Firm Share and the purchase price payable by the Underwriters for one Pre-Funded Warrant shall be $[●] per Pre-Funded Warrant. In addition, the Company grants to the Underwriters an option to purchase up to [●] Option Shares. The purchase price to be paid per Option Share shall be equal to the price per Firm Share, which is set forth above. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. -17- The Company is not obligated to deliver any of the Firm Securities or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Firm Securities or Option Shares, as the case may be, to be purchased on such applicable Delivery Date as provided herein.View More
Purchase of the Securities by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell the Firm Shares Common Units and/or Pre-Funded Warrants Units to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase the Firm Shares Common Units and/or Pre-Funded Warrants Units from the Company, as set forth on Schedule I hereto. The purchase price payable by the Underwriter...s for one Firm Share Common Unit shall be $[●] per Firm Share and the purchase price payable by the Underwriters for one Pre-Funded Warrant Unit shall be $[●] per Pre-Funded Warrant. share. In addition, the Company grants to the Underwriters an option to purchase up to [●] Option Shares. The purchase Shares at a price to be paid per Option Share shall be equal of $[●], and/or up to the [●] Option Warrants at a price per Firm Share, which is set forth above. Option Warrant of $[●]. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Shares Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Securities. -17- The Company is not obligated to deliver any of the Firm Securities or Option Shares Securities to be delivered on the applicable Delivery Date, except upon payment for all such Firm Securities or Option Shares, Securities, as the case may be, to be purchased on such applicable Delivery Date as provided herein. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties made herein and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite their respective names in Schedule 1 hereto. The price of the Securities shall be 99.346% of the principal amount thereof. The Company shall not be obligated to deliv...er any of the Securities to be delivered on the Delivery Date, except upon payment for all the Securities to be purchased on the Delivery Date as provided herein.View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties made herein and subject to the terms and conditions herein set forth, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the aggregate principal amount of Securities set forth opposite their respective names in Schedule 1 hereto. The price of the Securities shall be 99.346% 99.104% of the principal amount thereof. The Company shall not be obligated ...to deliver any of the Securities to be delivered on the Delivery Date, except upon payment for all the Securities to be purchased on the Delivery Date as provided herein. 13 3. Offering of Securities by the Underwriters. The several Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Prospectus. View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, NuStar Logistics agrees to issue and sell the Securities to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of Notes from NuStar Logistics set forth opposite that Underwriter's name in Schedule I hereto at a price equal to 98.6% of the principal amount thereof plus accrued interest, if any, from the... Delivery Date. 13 NuStar Logistics shall not be obligated to deliver any of the Notes to be delivered on the Delivery Date except upon payment for all the Notes to be purchased on the Delivery Date as provided herein.View More
Purchase of the Securities by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, NuStar Logistics agrees to issue and sell the Securities to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the principal amount of Notes from NuStar Logistics set forth opposite that Underwriter's name in Schedule I hereto at a price equal to 98.6% (i) 98.75% of the principal amount thereof plus of the 2025 Notes and (...ii) 98.75% of the principal amount of the 2030 Notes, plus, in each of the cases mentioned in the preceding clause (i) or clause (ii), accrued interest, if any, from the Delivery Date. 13 NuStar Logistics shall not be obligated to deliver any of the Notes to be delivered on the Delivery Date except upon payment for all the Notes to be purchased on the Delivery Date as provided herein. View More
Purchase of the Securities by the Underwriters. (a) Securities. On the basis of the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Stockholder, at the price per share set forth in Schedule 1, that proportion of the number of Securities set forth in Schedule 2 opposite the name of suc...h Selling Stockholder, as the case may be, which the number of Securities set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Payment. Payment of the purchase price for, and delivery of, the Securities shall be made at the offices of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 at 10:00 A.M., New York City time, on November 4, 2016, or such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters, the Company and the Selling Stockholders may agree in writing (the time and date of such payment and delivery is referred to herein as the "Closing Date"). (c) Payment for the Securities shall be made to the Selling Stockholders by wire transfer of immediately available funds to bank accounts designated by each Selling Stockholder against delivery to the Underwriters for the respective accounts of the Underwriters of certificates for the Securities to be purchased by them. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriters shall otherwise instruct. (d) The Company and the Selling Stockholders acknowledge and agree that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Selling Stockholders with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of the Company, the Selling Stockholders or any other person. Additionally, the Underwriters are not advising the Company or the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company and the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company or the Selling Stockholders, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company or the Selling Stockholders.View More
Purchase of the Securities by the Underwriters. (a) Securities. On The Selling Stockholder agrees to sell the Securities to the Underwriter as provided in this Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein, herein and subject to the conditions set forth herein, each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each the Selling Stockholder, a...t the price per share set forth in Schedule 1, that proportion of Stockholder the number of Securities set forth opposite its name on Schedule 1 hereto at a price per Security equal to $17.37. The Selling Stockholder will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Selling Stockholder understand that the Underwriter intends to make a public offering of the Securities as soon after the effectiveness of this Agreement as in Schedule 2 opposite the name judgment of such Selling Stockholder, as the case may be, which Underwriter is advisable, and initially to offer the number of Securities on the terms set forth in Schedule 1 opposite the name Prospectus. The Company and the Selling Stockholder acknowledge and agree that the Underwriter may offer and sell Securities to or through any of its affiliates and that any such Underwriter bears affiliate may offer and sell Securities purchased by it to or through the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares. (b) Payment. Underwriter. (c) Payment for and delivery of the purchase price for, and delivery of, the Securities shall will be made at the offices of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017 Moore LLP at 10:00 A.M., New York City time, on November 4, 2016, 10, 2017, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriters, Underwriter and the Company and the Selling Stockholders may agree upon in writing (the writing. The time and date of such payment and delivery for the Securities is referred to herein as the "Closing Date"). (c) Date". (d) Payment for the Securities shall be made to the Selling Stockholders by wire transfer of immediately available funds to bank accounts designated by each Selling Stockholder against delivery to the Underwriters for the respective accounts of the Underwriters of certificates for the Securities to be purchased on the Closing Date shall be made against delivery to the account of the Underwriter of the Securities to be purchased on such date, with any transfer taxes payable in connection with the sale of such Securities duly paid by them. the Selling Stockholder. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Underwriters Underwriter shall otherwise instruct. (d) 3 (e) The Company and the Selling Stockholders Stockholder acknowledge and agree that the Underwriters are Underwriter is acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders Stockholder with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of of, the Company, the Selling Stockholders Stockholder or any other person. Additionally, the Underwriters are Underwriter is not advising the Company or the Selling Stockholders Stockholder or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders Stockholder shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters Underwriter shall have no responsibility or liability to the Company and or the Selling Stockholders Stockholder with respect thereto. Any review by the Underwriters Underwriter of the Company or the Selling Stockholders, Stockholder, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters Underwriter and shall not be on behalf of the Company or the Selling Stockholders. Stockholder. View More
