Purchase Sale and Delivery of Offered Securities Clause Example with 8 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 and subject to the terms and conditions set forth herein, the Issuers agree to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 96.5688% of the principal amount thereof plus accrued interest from June 10, 2016 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the n...ames of the several Purchasers in Schedule A hereto. The Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities in registered form without interest coupons (the "Offered Regulation S Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, NY 10017 at 9:00 A.M., (New York time), on June 10, 2016, or at such other time not later than seven full business days thereafter as the Representative and the Issuers determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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 and subject to the terms and conditions set forth herein, the Company and the Co-Issuers, jointly and severally, agree to issue to the Purchaser, and the Designated Issuers (as defined below) agree to sell to the several Purchasers, Purchaser, and each of the Purchasers agrees, severally and not jointly, Purchaser agrees to purchase from the Issuers, respective Designated Issuer (or the Company or one or more of the Co-Issuers pursua...nt to the last paragraph of this Section 3), at a purchase price of 96.5688% 108.000% of the principal amount thereof plus accrued interest from June 10, 2016 February 1, 2013 to the Closing Date (as hereinafter defined), the respective principal amounts of the Offered Securities set forth opposite the names name of the several Purchasers Purchaser in Schedule A hereto. The Purchaser agrees that the Company may designate the principal amount of Offered Securities to be sold by the Company and/or one or more of the Co-Issuers (each, a "Designated Issuer") to the Purchaser at the Company's sole discretion. The Designated Issuers will deliver against payment of the purchase price the Offered 14 Securities to be offered and sold by the Purchasers Purchaser in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities securities in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for the operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Designated Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each the Purchaser hereunder and to be offered and sold by each the Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Securities securities will be held only in book-entry book- entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers Purchaser in Federal (same day) funds by wire transfer to an account specified by the Company on behalf of the Designated Issuers at a bank acceptable to the Representative drawn to the order of the Company Purchaser at the office of Davis Polk Paul, Weiss, Rifkind, Wharton & Wardwell Garrison LLP, 450 Lexington Ave., 1285 Avenue of the Americas, New York, NY 10017 New York, at 9:00 A.M., (New New York time), time, on June 10, 2016, May 20, 2013 , or at such other time not later than seven full business days thereafter as the Representative Purchaser and the Issuers Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Davis Polk Latham & Wardwell LLP Watkins at least 24 hours prior to the Closing Date. To the extent any Designated Issuer fails to sell or deliver any Offered Securities to the Purchaser and perform the other obligations as required under this Agreement, each of the Company and the Co-Issuers agrees, jointly and severally, to sell and deliver the Offered Securities to the Purchaser and perform the other obligations of such Designated Issuer in fulfillment of such Designated Issuer's obligations under this Agreement. The Company may make determinations, notifications and deliveries under this Section 3 on behalf of the Designated Issuers. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements covenants contained in, and subject to the terms and conditions set forth herein, of, this Agreement, the Issuers agree Partnership agrees to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuers, Partnership, at a purchase price of 96.5688% 98.5% of the aggregate principal amount thereof plus accrued interest interest, if any, from June 10, 2016 October 16, 2019 to... the Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Issuers Partnership will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities securities in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Issuers Partnership will deliver against payment of the purchase price the Offered Securities Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Memorandum. -13- Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company Representative at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street Suite 3700, Houston, Texas 77002, at 9:00 A.M., (New York time), on June 10, 2016, October 16, 2019, or at such other time not later than seven full business days thereafter as the Representative and the Issuers Partnership determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Davis Polk Latham & Wardwell LLP Watkins LLP, 811 Main Street Suite 3700, Houston, Texas 77002 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 covenants contained in, and subject to the terms and conditions set forth herein, of, this Agreement, the Issuers agree Partnership agrees to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuers, Partnership, at a purchase price of 96.5688% 98.5% of the aggregate principal amount thereof plus accrued interest interest, if any, from June 10, 2016 July 14, 2020 to th...e Closing Date (as hereinafter defined), the respective principal amounts amount of the Offered Securities Notes set forth opposite the names of the several Purchasers in Schedule A hereto. The Issuers Partnership will deliver against payment of the purchase price the Offered Securities Notes to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities securities in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants and registered in the name of Cede & Co., as nominee for DTC. The Issuers Partnership will deliver against payment of the purchase price the Offered Securities Notes to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Security and the Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Memorandum. -12- Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of the Company Representative at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street Suite 3700, Houston, Texas 77002, at 9:00 A.M., 10:00 A.M. (New York time), on June 10, 2016, July 14, 2020, or at such other time not later than seven full business days thereafter as the Representative and the Issuers Partnership determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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 and subject to the terms and conditions set forth herein, the Issuers agree to sell to the several Purchasers, each Purchaser, and each of the Purchasers Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 96.5688% 98.75% of the principal amount thereof plus accrued interest interest, if any, from June 10, 2016 February 13, 2017 to the Closing Date (as hereinafter defined), Date, the resp...ective principal amounts amount of the Offered Securities set forth opposite the names of the several Purchasers in on Schedule A hereto. 10 The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent temporary global Securities security in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") Securities"), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser the Purchasers hereunder and to be offered and sold by each Purchaser the Purchasers in reliance on Rule 144A (the "144A Securities") under the Securities Act in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of specified by the Company at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street, Suite 3700, Houston, Texas 77002 at 9:00 A.M., (New York time), am (Eastern time) on June 10, 2016, February 13, 2017, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Issuers determine, such time being herein referred to as the "Closing Date", Date," against delivery to the Trustee as custodian for DTC Representatives through the facilities of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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. DTC. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Issuers agree Company agrees to sell to the several Purchasers, and each of the Purchasers agrees, severally and not jointly, to purchase from the Issuers, Company, at a purchase price of 96.5688% 99.045% of the principal amount thereof plus accrued interest from June 10, 2016 to of the Closing Date (as hereinafter defined), 2027 Notes and 98.602% of the principal amount o...f the 2047 Notes, the respective principal amounts of the Offered Securities set forth opposite the names of the several Purchasers in Schedule A I hereto. The Issuers Company will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent global Securities in registered form without interest coupons (the "Offered Regulation S Global Securities") which will be deposited with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Euroclear Bank SA/NV ("Euroclear"), as operator of the Euroclear System, and Clearstream Banking S.A. ("Clearstream") and registered in the name of Cede & Co., as nominee for DTC. The Issuers Company will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A (the "144A Securities") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global Securities") deposited with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Restricted Global Securities shall include the legend regarding restrictions on transfer set forth under "Transfer Restrictions" in the General Disclosure Package and Final Offering Circular. Memorandum. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream. Interests in any permanent global Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg Clearstream or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Memorandum. Payment for the Regulation S Securities and the 144A Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn Representatives previously designated to the order of Purchasers by the Company at the office of Davis Polk & Wardwell LLP, 450 Lexington Ave., New York, NY 10017 Company, at 9:00 A.M., (New York time), on June 10, 2016, November 27, 2017, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Issuers Company determine, such time being herein referred to as the "Closing Date", against delivery to the Trustee as custodian for DTC of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg Clearstream and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted Global Securities will be made available for checking at the above office of Davis Polk & Wardwell LLP in New York, New York 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 and subject to the terms and conditions set forth herein, the Issuers agree to sell to the several Purchasers, each Purchaser, and each of the Purchasers Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 96.5688% 99% of the principal amount thereof plus accrued interest interest, if any, from June 10, 2016 October 11, 2017 to the Closing Date (as hereinafter defined), Date, the respecti...ve principal amounts amount of the Offered Securities set forth opposite the names of the several Purchasers in on Schedule A hereto. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by the Purchasers hereunder and to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent temporary global Securities security in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") Securities"), which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser the Purchasers hereunder and to be offered and sold by each Purchaser the Purchasers in reliance on Rule 144A (the "144A Securities") under the Securities Act in the form of one or more permanent global securities in definitive form without interest coupons (the "Restricted Global Securities") deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of specified by the Company at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street, Suite 3700, Houston, Texas 77002 at 9:00 A.M., (New York time), am (Eastern time) on June 10, 2016, October 11, 2017, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Issuers determine, such time being herein referred to as the "Closing Date", Date," against delivery to the Trustee as custodian for DTC Representatives through the facilities of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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. DTC. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Issuers agree to sell to the several Purchasers, each Purchaser, and each of the Purchasers Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 96.5688% 100.000% of the principal amount thereof plus accrued interest from June 10, May 27, 2016 to the Closing Date (as hereinafter defined), Date, the respective principal amounts a...mount of the Offered Securities set forth opposite the names of the several Purchasers in on Schedule A hereto. 10 The Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent temporary global Securities security in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global Securities") deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of specified by the Company at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street, Suite 3700, Houston, Texas 77002 at 9:00 A.M., (New York time), am (Eastern time) on June 10, August 19, 2016, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Issuers determine, such time being herein referred to as the "Closing Date", Date," against delivery to the Trustee as custodian for DTC Representatives through the facilities of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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. DTC. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Issuers agree to sell to the several Purchasers, each Purchaser, and each of the Purchasers Purchaser agrees, severally and not jointly, to purchase from the Issuers, at a purchase price of 96.5688% 98% of the principal amount thereof plus accrued interest from June 10, May 27, 2016 to the Closing Date (as hereinafter defined), Date, the respective principal amounts amount... of the Offered Securities set forth opposite the names of the several Purchasers in on Schedule A hereto. The Issuers will deliver against payment of the purchase price the Offered Securities to be offered and sold by the Purchasers in reliance on Regulation S (the "Regulation S Securities") in the form of one or more permanent temporary global Securities security in registered form without interest coupons (the "Offered Regulation "Regulation S Global Securities") which will be deposited on the Closing Date with the Trustee as custodian for The Depository Trust Company ("DTC") for the respective accounts of the DTC participants for Euroclear Bank, S.A./N.V., Brussels office, as operator of the Euroclear System ("Euroclear"), and Clearstream Banking, société anonyme ("Clearstream, Luxembourg") and registered in the name of Cede & Co., as nominee for DTC. The Issuers will deliver against payment of the purchase price the Offered Securities to be purchased by each Purchaser hereunder and to be offered and sold by each Purchaser in reliance on Rule 144A under the Securities Act (the "144A Securities") in the form of one or more permanent global securities security in definitive form without interest coupons (the "Restricted Global Securities") deposited on the Closing Date with the Trustee as custodian for DTC and registered in the name of Cede & Co., as nominee for DTC. The Regulation S Global Securities and the Restricted Global Securities shall be assigned separate CUSIP numbers. The Regulation S Global Securities and the Restricted Global Securities shall include the legend appropriate legends regarding restrictions on transfer set forth under "Transfer Restrictions" in the Final Offering Circular. Until the termination of the distribution compliance period (as defined in Regulation S) with respect to the offering of the Offered Securities, interests in the Regulation S Global Securities may only be held by the DTC participants for the Euroclear System ("Euroclear") and Clearstream Banking, société anonyme ("Clearstream, Luxembourg"). Clearstream, Luxembourg. Interests in any permanent global Offered Securities will be held only in book-entry form through Euroclear, Clearstream, Luxembourg or DTC, as the case may be, except in the limited circumstances described in the Final Offering Circular. Payment for the Regulation S Securities and the 144A Offered Securities shall be made by the Purchasers in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representative drawn to the order of specified by the Company at the office of Davis Polk Latham & Wardwell Watkins LLP, 450 Lexington Ave., New York, NY 10017 811 Main Street, Suite 3700, Houston, Texas 77002 at 9:00 A.M., (New York time), am (Eastern time) on June 10, May 27, 2016, or at such other time not later than seven full business days thereafter as the Representative Representatives and the Issuers determine, such time being herein referred to as the "Closing Date", Date," against delivery to the Trustee as custodian for DTC Representatives through the facilities of (i) the Regulation S Global Securities representing all of the Regulation S Securities for the respective accounts of the DTC participants for Euroclear and Clearstream, Luxembourg and (ii) the Restricted Global Securities representing all of the Offered 144A Securities. The Regulation S Global Securities and the Restricted 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. DTC. View More
