Purchase Sale and Delivery of Offered Securities Clause Example with 33 Variations from Business Contracts
This page contains Purchase Sale and Delivery of Offered Securities clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% of the principal amount thereof plus accrued interest, if any, from November 24, 2015 to the Closing Date, the respective principal amounts of the Notes set forth opposite the names of t...he several Underwriters on Schedule A hereto. The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "Offered Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), on November 24, 2015 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.View More
Variations of a "Purchase Sale and Delivery of Offered Securities" Clause from Business Contracts
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 99% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 March 26, 2015, to the Closing Date, Date (as... hereinafter defined), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 March 26, 2015, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. 14 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 98.75% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 May 13, 2016, to the Closing Date, Date (a...s hereinafter defined), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the 12 General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 May 13, 2016, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 98.75% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 7, 2016, to the Closing Date, Date (as her...einafter defined), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the 12 General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 7, 2016, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 104% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 December 15, 2013, to the Closing Date, Date... (as hereinafter defined), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 March 26, 2014, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 99% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 March 26, 2015, to the Closing Date, Date (as... hereinafter defined), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. 12 The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 March 26, 2015, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agree, agrees, severally and not jointly, to purchase from the Company, the Notes, at a purchase price of 99.578% 99.00% of the principal amount thereof plus accrued interest, if any, interest from November 24, 2015 May 10, 2019, to the Closing Date, the res...pective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on in Schedule A hereto. The Company will deliver against payment of the purchase price the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities Global Securities in definitive form (the "Offered Global "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. DTC. Interests in any permanent global securities Global Securities will be held only in book-entry form through DTC, except in the limited circumstances described in the 12 General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), Representative on November 24, 2015 May 10, 2019, or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," Date", against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. Securities at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019 at 10:00 A.M. (New York time) on such date. The Offered Global Securities will be made available for checking at the above office of Davis Polk Cravath, Swaine & Wardwell Moore LLP at least 24 hours prior to the Closing Date. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a condition to the obligations of the Underwriters. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, (i) with respect to the 2017 Notes, at a purchase price of 99.578% 99.125% of the principal amount thereof plus accrued interest, if any, from November 24, 2015 September 25, 2014 to the Closing Date, the respective principal am...ounts of the 2017 Notes set forth opposite the names of the several Underwriters on Schedule A hereto and (ii) with respect to the 2021 Notes, at a purchase price of 99.125% of the principal amount thereof plus accrued interest, if any, from September 25, 2014 to the Closing Date, the respective principal amounts of the 2021 Notes set forth opposite the names of the several Underwriters on Schedule A hereto. The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "Offered Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), on November 24, 2015 September 25, 2014 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, (i) with respect to the 2021 Notes, at a purchase price of 99.578% 99.579% of the principal amount thereof plus accrued interest, if any, from November 24, 2015 March 1, 2016 to the Closing Date, the respective principal amounts... of the 2021 Notes set forth opposite the names of the several Underwriters on Schedule A hereto and (iii) with respect to the 2026 Notes, at a purchase price of 99.189% of the principal amount thereof plus accrued interest, if any, from March 1, 2016 to the Closing Date, the respective principal amounts of the 2026 Notes set forth opposite the names of the several Underwriters on Schedule A hereto. -10- The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "Offered Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), on November 24, 2015 March 1, 2016 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, each Underwriter agrees, severally and not jointly, to purchase from the Company, with respect to the Notes, Offered Securities, at a purchase price of 99.578% 99.750% of the principal amount thereof plus accrued interest, if any, from November 24, 2015 13, 2020 to the Closing Date, D...ate (the "Purchase Price"), the respective principal amounts of the Notes Offered Securities set forth opposite the names of the several Underwriters on Schedule A hereto. -7- The Company will deliver the Offered Securities to the Representatives Representative for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "Offered Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. applicable Purchase Price. Payment for the Offered Securities shall be made by the Underwriters through the Representative in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of specified by the Company at 9:00 a.m. (New York time), on November 18, 2020 at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), on November 24, 2015 or at such other time not later than seven full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase from the Company, (i) with respect to the 2020 Notes, at a purchase price of 99.578% 99.622% of the principal amount thereof plus accrued interest, if any, from November 24, July 13, 2015 to the Closing Date, the respective principal amounts of t...he 2020 Notes set forth opposite the names of the several Underwriters on Schedule A hereto and (ii) with respect to the 2025 Notes, at a purchase price of 99.413% of the principal amount thereof plus accrued interest, if any, from July 13, 2015 to the Closing Date, the respective principal amounts of the 2025 Notes set forth opposite the names of the several Underwriters on Schedule A hereto. The Company will deliver the Offered Securities to the Representatives for the accounts of the Underwriters in the form of one or more permanent global securities in definitive form (the "Offered Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC, against payment of the purchase price. Interests in any permanent global securities will be held only in book-entry form through DTC, except in the limited circumstances described in the General Disclosure Package. Payment for the Offered Securities shall be made by the Underwriters in Federal (same day) funds by official check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, New York 10017, at 9:00 A.M. (New York time), on November 24, July 13, 2015 or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "Closing Date," against delivery to the Trustee as custodian for DTC of the Offered Global Securities representing all of the Offered Securities. The Offered Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date. View More
