The Final Term Sheet Sample Clauses
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together.
(a) The Company is a validly organized and existing corporation in good standing under the laws of the State of Kansas with corporate power and authority to own, lease and operate its properties and to conduct its business as set forth in the Disclosure Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
(b) The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
(c) The Mortgage Indenture is in due and proper form, has been duly and validly authorized by all necessary corporate action, has been duly and validly executed and delivered, and is a valid instrument legally binding on the Company enforceable in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to or affecting enforcement of mortgagees’ or other creditors’ rights generally and by the effect of general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law); provided, however, that certain remedial provisions of the Mortgage Indenture may not be enforceable, but such unenforceability will not render the Mortgage Indenture invalid as a whole or affect the judicial enforcement of (i) the obligation of the Company to repay the principal of the Bonds, together with the interest and any premium thereon, as provided in the Bonds, (ii) the acceleration of the obligation of the Company to repay such principal, together with such interest and premium, based upon a material default by the Company in the payment of such principal, interest or premium or (iii) the right of the Trustee to exercise its right to foreclose under the Mortgage Indenture.
(d) The Bonds are in due and proper form; the issue and sale of the Bonds by the Company in accordance with the terms of the Underwriting Agreement have been duly and validly approved by the necessary corporate action of the Company; the Bonds have been duly authorized, executed and delivered by the Company and, when authenticated by the Trustee in accordance with the terms of the Mortgage Indenture and delivered against payment therefore pursuant to the terms of the Underwriting Agreement, will constitute legal, valid and binding obligations of the Company enforceable in accordance...
The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together.
The Final Term Sheet. For purposes of determining the “General Disclosure Package,” the information contained in the foregoing shall be considered together. , 2014 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & CO. LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ SECURITIES LLC ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: The undersigned, a stockholder, an officer and/or a director of Tyson Foods, Inc., a Delaware corporation (the “Company”), understands that ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”) and ▇.▇. ▇▇▇▇▇▇ Securities LLC (“▇.▇. ▇▇▇▇▇▇,” and together with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, the “Representatives”) propose to enter into an Underwriting Agreement (the “Common Stock Underwriting Agreement”) with the Company providing for the public offering of shares of the Company’s Class A common stock, par value $0.10 per share (the “Common Stock,” and such offering, the “Common Stock Offering”), and that the Representatives propose to enter into an Underwriting Agreement (the “Units Underwriting Agreement”) with the Company providing for the offering of the Company’s tangible equity units, which under certain circumstances will convert into shares of the Common Stock (the “Underlying Securities,” and such offering, the “Units Offering”). The Common Stock Underwriting Agreement and the Units Underwriting Agreement are collectively referred to herein as the “Underwriting Agreements,” and the Common Stock Offering and the Units Offering are collectively referred to herein as the “Offerings.” In recognition of the benefit that the Offerings will confer upon the undersigned as a stockholder and/or an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each underwriter to be named in each Underwriting Agreement that, during a period of 60 days from the date of the applicable Underwriting Agreement, the undersigned will not, without the prior written consent of the Representatives, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company’s Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any securities convertible into or exchangeable or exercisable for Common Stock, whether now...
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together.
1. The Company is a validly organized and existing corporation in good standing under the laws of the State of Missouri and is duly qualified as a foreign corporation to do business in the State of Kansas with corporate power and authority to own, lease and operate its properties and to conduct its business as set forth in the Disclosure Package and the Prospectus and to enter into and perform its obligations under the Underwriting Agreement.
2. The Underwriting Agreement has been duly authorized, executed and delivered by the Company.
The Final Term Sheet. For purposes of determining the “Disclosure Package,” the information contained in the foregoing documents shall be considered together. BANC OF AMERICA SECURITIES LLC BNP PARIBAS SECURITIES CORP. ▇.▇. ▇▇▇▇▇▇ SECURITIES INC. As Representatives of the several Underwriters c/o Banc of America Securities LLC ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ BNP Paribas Securities Corp. ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ and ▇.▇. ▇▇▇▇▇▇ Securities Inc. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Re: Kansas City Power & Light Company