Action by Underwriters Clause Samples

Action by Underwriters. Any action under this Agreement taken by the Representatives jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representatives shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representatives jointly. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters. Very truly yours, SUNTRUST BANKS, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Corporate Treasurer Accepted as of the date hereof: ▇▇▇▇▇▇▇ SACHS & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇ Title: Managing Director ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Title: Executive Director ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇ Title: Executive Director SUNTRUST ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, INC. By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Title: Director as Representatives of the Underwriters [Signature Page to Underwriting Agreement] SunTrust ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Inc. 106,250 ▇▇▇▇▇▇▇ Sachs & Co. LLC 106,250 ▇.▇. ▇▇▇▇▇▇ Securities LLC 106,250 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC 106,250 Barclays Capital Inc. 37,500 Citigroup Global Markets Inc. 37,500 Total 500,000 Issuer: SunTrust Banks, Inc. (“SunTrust”) Title of Security: Depositary Shares, each representing a 1/100th interest in a share of Perpetual Preferred Stock, Series H Number of Depositary Shares: 500,000 Depositary Shares (representing an aggregate of 5,000 shares of Perpetual Preferred Stock, Series H) Aggregate Liquidation Preference: $500,000,000 ($100,000 per share of Perpetual Preferred Stock, Series H, equivalent to $1,000 per Depositary Share) Dividend Rate: From November 14, 2017 to, but excluding, December 15, 2027, at a rate of 5.125% per annum, and from and including December 15, 2027 until the redemption date (if any) at a floating rate equal to three-month LIBOR plus a spread of 2.786% per annum. Dividend Payment Dates: The 15th day of June and December each year, commencing June 15, 2018 and ending December 15, 2027 and, from and including December 15, 2027, the 15th day of March, June, September and December each year, beginning March 15, 2028. Non-Cumulative Dividends: Dividends wil...

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Wachovia and the Underwriters. Very truly yours, WACHOVIA CORPORATION By: Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: Name: Title: Title of Designated Securities: [Common Stock, par value $3.33 1/3 per share] [[Class A] Preferred Stock [, Series __], no-par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of [Class A] Preferred Stock [, Series __], no-par value] Amount of Securities: Price to Public: $ per Security [, plus accrued dividends, if any, from , ] Purchase Price by Underwriters: $ per Security [, plus accrued dividends, if any, from , ] Specified Funds for Payment of Purchase Price: Immediately available funds by wire Deposit Agreement: [Deposit Agreement, dated as of , , between Wachovia and , as Depositary] Maturity: [ , ] Dividend Rate: [ % per annum] [describe floating rate provisions] Dividend Payment Dates: [ , , and of each year, commencing , ] Regular Record Dates: [ , , and of each year, commencing , ] Repayment Provisions: [Describe repayment provisions, if any] Redemption Provisions: [Describe redemption provisions, if any] Sinking Fund Provisions: [Describe sinking fund provisions, if any] Conversion Provisions: [Describe conversion provisions, if any] Exchange Provisions: [Describe exchange provisions, if any] Other Terms: [Describe additional terms, if any] Additional Comfort Letter Coverage: [Describe additional coverage, if any] Form of Designated Security: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] Closing Date: , at [time] Restricted Period Under Section 5(k) of Underwriting Agreement: [Describe period if other than through Closing Date] Office for Delivery of Designated Securities: [insert address] Office for Payment for Designated Securities: [insert address] Name of Representatives: [insert names] Address for Notices, etc.: [insert address] Selling Restrictions: [insert selling restrictions] [Underwriters’ names] $ Total $ ...

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representative will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between the Company and the Underwriters. Very truly yours, WACHOVIA CORPORATION /s/ ▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇ ▇▇▇▇▇▇ Title: Senior Vice President The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: WACHOVIA CAPITAL MARKETS, LLC On behalf of the Underwriters set forth in Schedule I By: /s/ ▇▇▇▇▇▇ ▇▇▇ Name: ▇▇▇▇▇▇ ▇▇▇ Title: Managing Director Wachovia Capital Markets, LLC 3,223,500 Barclays Capital Inc. 52,500 ▇▇▇▇▇▇▇ Capital Markets, LLC 52,500 Deutsche Bank Securities Inc. 52,500 Sandler ▇’▇▇▇▇▇ & Partners, L.P. 52,500 UBS Securities LLC 52,500 ▇▇▇▇▇▇▇▇ Capital Partners, L.P. 14,000 Total 3,500,000 Fixed-to-Floating Non-Cumulative Perpetual Class A Preferred Stock of Wachovia Corporation, Series K, no-par value 3,500,000 $1,000 per Security $990 per Security $10 per Security Immediately available funds by wire February 8, 2008; 10:30 a.m. (New York City time) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Wachovia Capital Markets, LLC ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ Attn: Debt Capital Markets None. (a) Issuer Free Writing Prospectuses: Final Term Sheet, as filed with the Commission pursuant to Rule 433 on February 5, 2008. (b) Additional Documents Incorporated by Reference:

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly or by the firm signing below on behalf of you as the Representatives will be binding upon all the Underwriters. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement between Fifth Third and the Underwriters. Very truly yours, FIFTH THIRD BANCORP --------------------------- Name: Title: The foregoing Agreement is hereby confirmed and accepted as of the date first above written. By: [Representatives] On behalf of the Underwriters set forth in Schedule II By: ______________________________ Name: Title: SCHEDULE I TITLE OF DESIGNATED SECURITIES: [Common Stock, no par value] [Preferred Stock [, Series __], no par value] [Depositary Shares, each representing a [Fraction] Interest in a Share of Preferred Stock [, Series __], no par value] AMOUNT OF SECURITIES: ------------- PRICE TO PUBLIC: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] PURCHASE PRICE BY UNDERWRITERS: $_____ per Security [, plus accrued dividends, if any, from _________ __, ____] SPECIFIED FUNDS FOR PAYMENT OF PURCHASE PRICE: Immediately available funds by wire DEPOSIT AGREEMENT: [Deposit Agreement, dated as of ________ __, ____, between Fifth Third and __________, as Depositary] MATURITY: [-------- --, ----] DIVIDEND RATE: [_____% per annum] [describe floating rate provisions] DIVIDEND PAYMENT DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REGULAR RECORD DATES: [________ __, ________ __, ________ __ and ________ __ of each year, commencing _______ __, ----] REPAYMENT PROVISIONS: [Describe repayment provisions, if any] REDEMPTION PROVISIONS: [Describe redemption provisions, if any] SINKING FUND PROVISIONS: [Describe sinking fund provisions, if any] CONVERSION PROVISIONS: [Describe conversion provisions, if any] EXCHANGE PROVISIONS: [Describe exchange provisions, if any] OTHER TERMS: [Describe additional terms, if any] ADDITIONAL COMFORT LETTER COVERAGE: [Describe additional coverage, if any] FORM OF DESIGNATED SECURITY: [[Global] [Certificated] [in denominations set forth in the Prospectus Supplement]] CLOSING DATE: ________ __, ____ at [time] RESTRICTED PERIOD UNDER SECTION 5(G) OF UNDERWRITING AGREEMENT: [Describe period if other than through Closing Date] OFFICE FOR DELIVERY OF DESI...

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations,

Action by Underwriters. Any action under this Agreement taken by the Underwriters jointly will be binding upon all the Underwriters. In all dealings under this Agreement, the Representative shall act on behalf of each of the Underwriters and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by the Representative. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us four counterparts hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Trust, the Guarantor and the several Underwriters. Very truly yours, REGIONS FINANCING TRUST II By: REGIONS FINANCIAL CORPORATION, as Depositor By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Treasurer REGIONS FINANCIAL CORPORATION By: /s/ E▇▇▇ ▇▇▇▇ Name: E▇▇▇ ▇▇▇▇ Title: Treasurer Accepted as of the date hereof: On behalf of each of the Underwriters Underwriters Purchased G▇▇▇▇▇▇, Sachs & Co. 280,000 M▇▇▇▇▇▇ Lynch, Pierce, F▇▇▇▇▇ & S▇▇▇▇ Incorporated 140,000 M▇▇▇▇▇ ▇▇▇▇▇▇ & Company, Inc. 140,000 Credit Suisse Securities (USA) LLC 43,750 J.▇. ▇▇▇▇▇▇ Securities Inc. 43,750 UBS Securities LLC 43,750 G▇▇▇▇▇ & Co. 8,750 Total 700,000 6.625% Trust Preferred Securities of Regions Financing Trust II, fully and unconditionally guaranteed, on a subordinated basis, by Regions Financial Corporation (liquidation amount $1,000 per security) 700,000 $999.72 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance $999.72 per Trust Preferred Security plus accumulated distributions, if any, from the date of original issuance $10.00 per Trust Preferred Security Immediately available funds by wire $10,000 Amended and Restated Declaration of Trust, to be entered into on or before the Closing Date, among Regions Financial Corporation, as Depositor, Deutsche Bank Trust Company Americas, as Property Trustee, Deutsche Bank Trust Company Delaware, as Delaware Trustee, D▇▇▇ ▇▇▇▇▇ and C▇▇▇ ▇. ▇▇▇▇▇▇ as Administrative Trustees, and the registered holders from time to time of the Trust Preferred Securities and the Trust Common Securities $700,010,000 aggregate principal amount of Regions Financial Corporation’s 6.625% Junior Subordinated Notes due 2077, to be issued pursuant to the Indenture referred to in the Underwriting Agreement to which this Schedule II is attached. April 27, 2007; 9:30 A.M. (New York City time) S▇▇▇▇▇▇▇ & C▇▇▇▇▇▇▇ LLP 1▇▇ ▇▇▇▇▇ ...

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with the closing of the Offering, with the exception of the matters relating to (i) termination of purchase obligations, (ii) waiver and extension, and (iii) indemnification, contribution and settlement, may be taken by the Joint Bookrunners on behalf of themselves and the other Underwriters and the execution of this Agreement by the other Underwriters and by the Company shall constitute the Company’s authority and obligation for accepting notification of any such steps from, and for delivering the Units in certificated or electronic form to or to the order of, the Joint Bookrunners. The Joint Bookrunners shall fully consult with the other Underwriters with respect to all notices, waivers, extensions or other communications to or with the Company. The rights and obligations of the Underwriters under this Agreement shall be several and neither joint nor joint and several.

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement resulting from the Corporation’s acceptance of this offer, with the exception of the matters contemplated by Sections 14, 15 and 16 may be taken by ▇▇▇▇▇▇▇▇▇ on behalf of itself and the other Underwriter and the acceptance of this offer by the Corporation shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents in respect of the Offering to, or to the order of, Canaccord.

Action by Underwriters. All steps which must or may be taken by the Underwriters in connection with this Agreement with the exception of the matters relating to termination, indemnification or waiver contemplated by this Agreement, may be taken by GMP on behalf of itself and the other Underwriters and the Corporation’s execution of this Agreement shall constitute the Corporation’s authority for accepting notification of any such steps from, and for delivering the definitive documents constituting the Common Shares and Warrants comprising the Initial Shares and any Over-Allotment Shares to, or to the order of, GMP. The obligations of the Underwriters shall be several and not joint and several.