Purchase Sale and Delivery of Securities Contract Clauses (278)

Purchase Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company (a) in the case of the 2020 Securities, at a purchase price of 99.557% of the principal amount thereof, and (b) in the case of the 2021 Securities, at a purchase price of 99.222% of the principal amount thereof, the respective pri...ncipal amounts of the Securities set forth opposite the names of the Underwriters in Schedule A hereto, plus accrued interest, if any, from March 12, 2018 to the Closing Date (as hereafter defined). The Company will deliver the Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of Analog Devices, Inc. at the office of Cravath, Swaine & Moore LLP, at 9:30 A.M., New York time, on March 12, 2018, 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". For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of all the Securities sold pursuant to the offering. A copy of the Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Cravath, Swaine & Moore LLP at least 24 hours prior to the Closing Date. View More

Purchase Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions set forth herein, the Company agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of 99.123% of the principal amount thereof, the aggregate principal amount of Securities set forth opposite the name of such Underwriter in Schedule C attached hereto, plus any additional principal amoun...t that such Underwriter may be obligated to purchase pursuant to the provisions of Section 9 hereof. (b) The Company will deliver the Securities to the Representatives for the accounts of the Underwriters, through the offices of Simpson Thacher & Bartlett LLP, 425 Lexington Avenue, New York, New York 10017, against payment of the purchase price in federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives, at 9:30 a.m., New York City time, on March 9, 2023, or at such other time not later than five full business days thereafter as the Representatives and the Company determine (such time being herein referred to as the "Closing Date"). 11 (c) A global certificate representing the Securities will be made available for inspection at the above office of Simpson Thacher & Bartlett LLP at least 24 hours prior to the Closing Date. View More

Purchase Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective principal amounts of Firm Securities set forth in Schedule A hereto opposite its name at a purchase price of $24.00 per Security (the "Purchase Price"). 12 The Company and the Transfer Agent will deliver the Firm ...Securities to, or as instructed by, the Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the Purchase Price in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representative, at the office of Hunton Andrews Kurth LLP, 600 Travis Street, Suite 4200, Houston, Texas 77002, at 10:00 A.M., New York time, on July 13, 2021, or at such other time not later than seven (7) full business days thereafter as the Representative and the Company determine, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of The Depository Trust Company ("DTC") unless the Representative shall otherwise instruct. In addition, upon written notice from the Representative given to the Company from time to time not more than thirty (30) days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. Any exercise note shall specify the principal amount of Optional Securities to be purchased by the Underwriters and the date on which such Optional Securities are to be purchased. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representative but shall not be earlier than the First Closing Date nor later than five (5) full business days after written notice of election to purchase Optional Securities is given. On each Optional Closing Date, each Underwriter agrees, severally and not jointly, to purchase the principal amount of Optional Securities (subject to such adjustments to eliminate fractional Securities as the Representative may determine) that bears the same proportion as the principal amount of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter to the aggregate principal amount of Firm Securities. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The delivery of any Optional Securities will be made through the facilities of DTC unless the Representative shall otherwise instruct. View More

Purchase Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company and the Guarantors agree to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and the Guarantors, at a purchase price of 98.75% of the principal amount thereof plus accrued interest 8 from the Closing Date (as hereinafter defined), the Securities set forth opposite the names of the Underwr...iters in Schedule A hereto. The Company and the Guarantors will deliver the Securities to or as instructed by Barclays for the accounts of the several Underwriters in a form reasonably acceptable to Barclays against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to Barclays drawn to the order of the Company at the office of Latham & Watkins LLP, New York, New York at 9:00 A.M., New York time, on April 3, 2017 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." For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Securities sold pursuant to the offering. The Securities to be so delivered or evidence of their issuance will be made available for checking at the above office of Latham & Watkins LLP at least 24 hours prior to the Closing Date. View More

Purchase Sale and Delivery of Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Issuer agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Issuer, the respective principal amount of Notes set forth opposite the name of each such Underwriter on Schedule A hereto at a purchase price equal to 98.318% of the principal amount thereof plus accrued interest, if any, from March 2, 2017 to the Closin...g Date. The Issuer will deliver the Notes through the facilities of DTC to or as instructed by the Representatives for the accounts of the several Underwriters against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to the account specified by the Company at 10:00 A.M., New York time, on March 2, 2017, or at such other date or time as shall be determined by agreement among the Representatives, the Company and the Issuer, such date and time being herein referred to as the "Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of all the Securities sold pursuant to the offering. On the Closing Date, the Company will deliver to the Trustee, as nominee for DTC, one or more global securities for the Notes in definitive form registered in the name of Cede & Co., as nominee of the DTC, at the office of Davis Polk & Wardwell LLP, at 450 Lexington Avenue, New York, New York 10017. View More

Purchase Sale and Delivery of Securities. (a) 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 issue and sell the Shares and the Warrants to the Representative, and the Representative agrees to purchase the Shares and the Warrants, in each case, as a fixed combination consisting of one Share and one Warrant at a purchase price of $0.376 (the "Purchase Price"). (b) The Shares and the Warrants will be delivered by the Company to... the Representative against payment of the Purchase Price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Roth Capital Partners, LLC, 888 San Clemente Drive, Suite 400, Newport Beach, CA 92660, or such other location as may be mutually acceptable, at 6:00 a.m. PST, on the third (or if the Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as the Representative and the Company determine pursuant to Rule 15c6-1(a) under the Exchange Act. The time and date of delivery of the Shares and Warrants, as applicable, is referred to herein as the "Closing Date." Delivery of the Shares and Warrants shall be made through the facilities of the Depositary Trust Company designated by the Representative (or as otherwise designated by the Representative). View More