Purchase Sale and Delivery of the 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, at a purchase price of 98.808% of the principal amount of the Notes and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set fo
...rth opposite the names of the Underwriters in Exhibit A hereto. 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 7 Representatives at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, at 10:00 a.m., New York time, on May 20, 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". 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the respective number of Depositary Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price
per Depositary Share of
98.808% $24.28533125 (the "Purchase Price"). The Purchase Price represents... a blended rate of the principal amount $24.75 per Depositary Share in respect of the Notes 4,065,000 Depositary Shares sold to institutional investors and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts $24.2125 per Depositary Share in respect of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. 25,935,000 Depositary Shares sold to retail investors. (b) The Company will deliver the Securities Depositary Shares 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP on the Closing Date. The time and date of such delivery and payment shall be at 10:00 a.m., New York time, on May 20, 2015, November 25, 2014, or at such other time not later than seven full 11 business days thereafter as the Representatives and the Company determine, such date and time being herein referred to as the "Closing Date". The Depositary Shares to be delivered or evidence of their issuance will be made available for checking at the office of the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the respective number of Depositary Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price
per Depositary Share of
98.808% $24.723125 (the "Purchase Price"). The Purchase Price represents a... blended rate of the principal amount $24.75 per Depositary Share in respect of the Notes 19,000,000 Depositary Shares sold to institutional investors and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts $24.2125 per Depositary Share in respect of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. 1,000,000 Depositary Shares sold to retail investors. 11 (b) The Company will deliver the Securities Depositary Shares 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP on the Closing Date. The time and date of such delivery and payment shall be at 10:00 a.m., New York time, on May 20, 2015, April 11, 2016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such date and time being herein referred to as the "Closing Date". The Depositary Shares to be delivered or evidence of their issuance will be made available for checking at the office of the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the
Company agrees Issuers agree to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the
Company, Issuers, (i) with respect to the 2031 Notes, at a purchase price of
98.808% 99.162% of the principal amount
of the Notes and thereof plus accrued interest, if any, from
May 20, 2015 August 23, 2021 to, but excluding
... the Closing Date (as hereinafter defined) (the "2031 Notes Purchase Price") and (ii) with respect to the 2051 Notes, at a purchase price of 98.747% of the principal amount thereof plus accrued interest, if any, from August 23, 2021 to, but excluding the Closing Date (the "2051 Notes Purchase Price" and, together with the 2031 Notes Purchase Price, the "Purchase Price"), the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. The Company Issuers 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives at the office of Davis Polk & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, at 10:00 a.m., New York time, on May 20, 2015, August 23, 2021, or at such other time not later than seven full business days thereafter as the Representatives and the Company Issuers 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a purchase price of
98.808% (i) 99.800% of the principal amount
thereof in the case of the
2026 Notes
and accrued interest,... if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names purchased by such Underwriter, (ii) 99.700% of the Underwriters principal amount thereof in Exhibit A hereto. the case of 2028 Notes purchased by such Underwriter and (iii) 99.600% of the principal amount thereof in the case of 2033 Notes purchased by such Underwriter. 10 (b) 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 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP at 10:00 a.m., New York time, on May 20, 2015, February 7, 2022, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, 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 securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Davis Polk & Wardwell LLP the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the respective number of Depositary Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price
per Depositary Share of
98.808% of the principal amount of the Notes and accrued interest, if any,... from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. $24.75 (the "Purchase Price"). 11 (b) The Company will deliver the Securities Depositary Shares 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP on the Closing Date. The time and date of such delivery and payment shall be at 10:00 9:00 a.m., New York time, on May 20, 2015, March 4, 2014, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such date and time being herein referred to as the "Closing Date". The Depositary Shares to be delivered or evidence of their issuance will be made available for checking at the office of the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the number of Depositary Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price
per Depositary Share of
98.808% of the principal amount of the Notes and accrued interest, if any, from May 2...0, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. $990 (the "Purchase Price"). (b) The Company will deliver the Securities Depositary Shares 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP at 10:00 a.m., New York time, on May 20, 2015, September 27, 2018, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, 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 securities for all the Securities sold pursuant to the offering. The Securities so Depositary Shares to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Davis Polk & Wardwell LLP the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to the Closing Date. 12 4. Offering by the Underwriters. It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Final Prospectus.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the respective number of Depositary Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price
per Depositary Share of
98.808% of the principal amount of the Notes and accrued interest, if any,... from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names of the Underwriters in Exhibit A hereto. $990 (the "Purchase Price"). (b) The Company will deliver the Securities Depositary Shares 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 Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP on the Closing Date. 11 The time and date of such delivery and payment shall be at 10:00 a.m., New York time, on May 20, 21, 2015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such date and time being herein referred to as the "Closing Date". The Depositary Shares to be delivered or evidence of their issuance will be made available for checking at the office of the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to 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 so to be delivered or evidence of their issuance will be made available for inspection at the above office of Davis Polk & Wardwell LLP at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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, Company the 10 respective principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a purchase price of
98.808% (i) 99.422% of
the principal amount of the Notes and accrued interest, if... any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite amount thereof in the names case of the Underwriters 2020 Notes purchased by such Underwriter, (ii) 99.416% of the respective principal amount thereof in Exhibit A hereto. the case of the 2025 Notes purchased by such Underwriter and (iii) 99.650% of the respective principal amount thereof in the case of the Floating Rate Notes purchased by such Underwriter. (b) 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 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell Moore LLP, 450 Lexington Avenue, New York, NY 10017, on the Closing Date. The time and date of such delivery and payment shall be at 10:00 a.m., New York time, on May 20, August 18, 2015, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, 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 securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Davis Polk & Wardwell LLP the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a purchase price of
98.808% 99.850% of the principal amount
thereof, in the case of the
2026 Notes
purchased by such Underw...riter, and accrued interest, if any, from May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite the names 99.600% of the Underwriters principal amount thereof, in Exhibit A hereto. the case of the 2034 Notes purchased by such Underwriter. (b) 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 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell LLP, 450 Lexington Avenue, New York, NY 10017, Moore LLP at 10:00 a.m., New York time, on May 20, 2015, January 26, 2023, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, 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 securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Davis Polk & Wardwell LLP the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to the Closing Date.
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Purchase Sale and Delivery of the Securities.
(a) 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,
the respective principal amount of Securities set forth opposite such Underwriter's name in Schedule I hereto at a purchase price of
98.808% (i) 99.598% of
the principal amount of the Notes and accrued interest, if any, from ...May 20, 2015 to, but excluding the Closing Date (as hereinafter defined) the respective principal amounts of Securities set forth opposite amount thereof in the names case of the Underwriters 2021 Notes purchased by such Underwriter and (ii) 99.410% of the respective principal amount thereof in Exhibit A hereto. the case of the 2026 Notes purchased by such Underwriter. 10 (b) 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 7 Representatives drawn to the order of the Company at the office of Davis Polk Cravath, Swaine & Wardwell Moore LLP, 450 Lexington Avenue, New York, NY 10017, on the Closing Date. The time and date of such delivery and payment shall be at 10:00 a.m., New York time, on May 20, 2015, 19, 2016, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, 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 securities for all the Securities sold pursuant to the offering. The Securities so to be delivered or evidence of their issuance will be made available for inspection checking at the above office of Davis Polk & Wardwell LLP the Depository Trust Company ("DTC") or its designated custodian at least 24 hours prior to the Closing Date.
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