Underwriting commitments Sample Clauses

An underwriting commitments clause defines the obligations of a party, typically a financial institution or underwriter, to purchase or guarantee the sale of securities in a financial transaction. This clause outlines the specific terms under which the underwriter agrees to buy unsold securities or to ensure that a minimum amount of capital is raised, often detailing the scope, timing, and conditions of the commitment. Its core practical function is to provide assurance to the issuer that the necessary funds will be raised, thereby reducing the risk of an unsuccessful offering and enhancing the credibility of the transaction.
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Underwriting commitments. 2.1 Each Original Underwriter agrees to underwrite the Term Facility in the amounts set out opposite its name below (an Underwriting Proportion). Ping An Bank Co., Ltd., Shanghai Branch (平安银行股份有限公司上海分行) 715,000,000 Shanghai Pudong Development Bank Co., Ltd., Shanghai Branch (上海浦东发展银行股份有限公司上海分行) 385,000,000 2.2 Notwithstanding any other provision in the Commitment Documents, the Original Credit Parties acknowledge and agree: (a) you may mandate and appoint one or more other banks or financial institutions incorporated in the PRC (excluding their branches outside of the PRC or their offshore banking center) to join us as an arranger (an Additional Arranger, together with the Original Arrangers, the Arrangers) and/or underwriter (an Additional Underwriter, together with the Original Underwriters, the Underwriters, and each Additional Arranger and each Additional Underwriter, an Additional Credit Party, and together with the Original Credit Parties, the Credit Parties) in respect of the Term Facility on the same terms contained within the Commitment Documents (other than with respect to the amount of our and any Additional Credit Party’s commitments in respect of the Term Facility, which may be different) and with the same economics (on a pro rata basis) as the Original Credit Parties and such that the underwriting proportions of the Original Underwriters in respect of the Term Facility are reduced by the aggregate applicable underwriting proportions assumed by the Additional Credit Party in respect of the Term Facility, provided that: (i) no more than two Additional Arrangers and two Additional Underwriters may be appointed; (ii) the final aggregate underwriting proportions of all Additional Underwriters shall not exceed 20% of the total amount of the Term Facility; (iii) no Additional Credit Party shall receive economics greater than any of the Original Credit Parties; (iv) the underwriting proportion assumed by the Additional Underwriters will reduce each Original Underwriter’s Underwriting Proportion on a pro rata basis; and (v) no Additional Credit Party shall be awarded the same title as that of any Original Credit Party or a more favourable title; and (b) the Original Credit Parties will enter into any amendments to the then current form of the Commitment Documents or Facilities Agreement or any new Commitment Documents or Facilities Agreement and/or any other appropriate documentation to amend or replace the Commitment Documents, the Facilities Agreeme...
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Underwriting commitments. The Underwriter agrees to fully underwrite the subscription of the Underwritten Shares.
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Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ------------ $
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Underwriting commitments. Subject to the terms and conditions set out in this Agreement (including without limitation, subject to Clause 6.4) and the satisfaction or waiver of the conditions precedent in Clause 2.1, each of the Underwriters agrees, severally but not jointly: 6.1.1 to procure subscribers for; and 6.1.2 failing which, to subscribe for, the Rump Shares and pay, or arrange to have paid, subscription monies therefor, by the Closing Time at the Subscription Price in the proportion which the number of the New Shares set forth opposite each such Underwriter’s name in Schedule 2 bears to the total number of New Shares. In procuring subscribers for the Rump Shares, the Underwriters shall give priority allocation to any subscribers procured by the Company and, as to any Rump Shares remaining after such priority allocation, the Underwriters shall, by agreement among themselves and after consultation with the Company, determine, in their discretion, the number of such Rump Shares to be allocated to each subscriber. The Company shall allot and issue such Rump Share to such subscribers or, as the case may be, to the Underwriters as the Underwriters may direct. If any subscriber procured by the Company shall fail to settle for the New Shares allocated to such subscriber as contemplated in this Agreement (such New Shares for which settlement has failed, the “Unpaid New Shares”), the Underwriters shall not have any obligation to procure subscribers for or subscribe for the Unpaid New Shares and shall be discharged from any underwriting obligations with respect to the Unpaid New Shares.
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Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ------------ $ -------------- Total ...................................... $ ============== EXHIBIT A-1 FORM OF OPINION OF U.S. COUNSEL TO THE COMPANY AND THE GUARANTOR [-] as Representatives of the several Underwriters c/o [-] Ladies and Gentlemen: We have acted as special United States counsel to GlaxoSmithKline Capital Inc., a Delaware corporation, GlaxoSmithKline Capital plc, a public limited company incorporated in England and Wales ("GSK Capital plc"), and GlaxoSmithKline plc, a public limited company incorporated in England and Wales (the "Guarantor"), in connection with the offering from time to time, together or separately and in one or more series, pursuant to a registration statement on Form F-3 (No. 333-104121) of (i) guaranteed debt securities of GSK Capital plc (the "Debt Securities") and (ii) guarantees of the Guarantor in respect of the Debt Securities (the "Guarantees" and, together with the Debt Securities, the "Securities") to be issued under an indenture dated as of [-] (the "Indenture") among GSK Capital plc, the Guarantor and Citibank, N.A., as trustee (the "Trustee"). Such registration statement, as amended when it became effective, but excluding the documents incorporated by reference therein, is herein called the "Registration Statement," and the related prospectus dated [-], as supplemented by the prospectus supplement dated [-], and as first filed with the Securities and Exchange Commission pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the "Securities Act"), but excluding the documents incorporated by reference therein, is herein called the "Prospectus." This opinion letter is furnished pursuant to Section 6(b) of the underwriting agreement dated [-] (the "Underwriting Agreement") among GSK Capital plc, the Guarantor and the several Underwriters named in Schedule II thereto (the "Underwriters"). In arriving at the opinions expressed below, we have reviewed the following documents:
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Underwriting commitments. Number of Name of Manager Invitation Shares --------------- ----------------- 1. Overseas Union Bank Limited 17,875,000
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Underwriting commitments. Principal Amount of Securities to Underwriters be Purchased ------------ ---------------- Citigroup Global Markets Inc............................. $143,334,000 ▇.▇. ▇▇▇▇▇▇ Securities Inc............................... 143,333,000 ▇▇▇▇▇▇ Brothers Inc...................................... 143,333,000 Credit Suisse First Boston LLC........................... 25,000,000 Deutsche Bank Securities Inc............................. 25,000,000 ABN AMRO Incorporated.................................... 5,000,000 HSBC Securities (USA) Inc................................ 5,000,000 Mizuho International plc................................. 5,000,000 Royal Bank of Scotland plc............................... 5,000,000 ------------ Total............................................... $500,000,000 ============
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Related to Underwriting commitments

  • Financing Commitments Parent has delivered a true and complete, fully executed copy of a commitment letter, dated as of June 11, 2008, between Parent and Bank of America, N.A., Banc of America Securities LLC, UBS Loan Finance LLC, UBS Securities LLC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Senior Funding, Inc., including all exhibits, schedules, and amendments to such letter in effect as of the date of this Agreement (the “Financing Commitment Letter”), pursuant to which, and subject to the terms and conditions thereof, the parties thereto (other than Parent and Merger Sub) have committed to lend the amounts set forth therein (the “Financing”) for the purpose of funding the transactions contemplated by this Agreement. None of the respective commitments contained in the Financing Commitment Letter has been withdrawn, modified or rescinded in any respect prior to the date of this Agreement. The Financing Commitment Letter is in full force and effect and constitutes the legal, valid, and binding obligation of each of Parent and Merger Sub, as applicable, and, to the knowledge of Parent, the other parties thereto. The Financing Commitment Letter is not subject to any conditions precedent, other than as expressly set forth in the Financing Commitment Letter. Subject to the terms and conditions of the Financing Commitment Letter, and assuming the accuracy of the representations and warranties of the Company set forth in Article III and the Company’s compliance with its agreements set forth in Article V, the aggregate proceeds to be disbursed pursuant to the agreements contemplated by the Financing Commitment Letter, together with the anticipated cash on hand of Parent and the Company, including their respective US and foreign Subsidiaries, in the aggregate amount of $1,155,600,000 are reasonably expected to be sufficient for Parent and the Surviving Company to pay the aggregate cash portion of the Merger Consideration and to pay all related fees and expenses (including the estimated fees and expenses of the Company to the extent previously disclosed to Parent), including payment of all amounts under Article II of this Agreement. As of the date of this Agreement, no event has occurred that would constitute a breach or default (or an event that with notice or lapse of time or both would constitute a default), in each case, on the part of Parent or Merger Sub under the Financing Commitment Letter or, to the knowledge of Parent and Merger Sub, any other party to the Financing Commitment Letter. As of the date of this Agreement, and subject to the satisfaction of the conditions contained in Sections 6.1 and 6.3 (excluding Section 6.3(e)), Parent has no knowledge of any facts or circumstances that are reasonably likely to result in any of the conditions to the Financing not being satisfied or that the Financing will not be available to Parent on the Closing Date. Parent has fully paid all commitment fees or other fees required to be paid prior to the date of this Agreement pursuant to the Financing Commitment Letter.

  • Revolving Commitments (a) Subject to the terms and conditions hereof, each Lender severally agrees to make revolving credit loans (“Revolving Loans”) to the Borrower from time to time on any Business Day during the Commitment Period, at such times as the Borrower may request in accordance with Section 2.2, in an aggregate principal amount at any one time outstanding which, when added to such Lender’s Applicable Percentage of the aggregate principal amount of Swingline Loans then outstanding, does not exceed the amount of such Lender’s Commitment; provided, however, that (i) no Revolving Loan shall be made to the extent the aggregate unpaid principal amount of all Loans would exceed the Total Commitments, (ii) no Borrowing Base A Loans shall be made to the extent that the aggregate unpaid principal amount of all Borrowing Base A Loans would exceed the aggregate Loan Value of the Pledged Eligible Assets (including the Pledged Eligible Assets referred to in Section 2.2(a)(ii) with respect to such Revolving Loan) and (iii) no Borrowing Base B Loans shall be made to the extent that the aggregate amount of all Borrowing Base B Loans would exceed the Borrowing Base B Limit; provided further that Borrowing Base B Loans may not be borrowed on any date in any rolling period of 90 consecutive days if Borrowing Base B Loans have already been outstanding for 30 days during such period. During the Commitment Period, the Borrower may borrow, prepay the Revolving Loans in whole or in part, and reborrow, all in accordance with the terms and conditions hereof. (b) The Borrower shall repay all outstanding Revolving Loans on the Termination Date. (c) The failure of any Lender to make any Revolving Loan required to be made by it shall not relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall be responsible for any other Lender’s failure to make Revolving Loans as required.

  • Total Commitment The sum of the Commitments of the Banks, as in effect from time to time.

  • Financing Commitment For the period commencing on the date hereof and ending on the fifth anniversary hereof, Atlas America and Resource Energy agree to provide to the MLP funding of up to an aggregate of One Million Five Hundred Thousand Dollars ($1,500,000) per annum to finance the cost of expanding the Gathering System or constructing new additions to the Gathering System. Atlas America and Resource Energy, jointly and severally, commit to provide such funding, upon the MLP's written request therefor, by purchasing Common Units at a price equal to the arithmetic average of the closing prices of the Common Units on the American Stock Exchange, or, if the American Stock Exchange is not the principal trading market for such security, on the principal trading market for such security, for the twenty consecutive trading days ending on the trading day prior to the purchase, or, if the fair market value of the Common Units cannot be calculated for such period on any of the foregoing bases, the average fair market value during such period as reasonably determined in good faith by the members of the managing board of the General Partner.

  • Commitments (a) Subject to and upon the terms and conditions herein set forth, each Lender having an Initial Term Loan Commitment severally agrees to make Initial Term Loans denominated in Dollars to the Borrower on the Closing Date, which Initial Term Loans shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender and in the aggregate shall not exceed $1,590,000,000. Such Term Loans (i) may at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans; provided that all Term Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Term Loans of the same Type, (ii) may be repaid or prepaid (without premium or penalty other than as set forth in Section 5.1(b)) in accordance with the provisions hereof, but once repaid or prepaid, may not be reborrowed, (iii) shall not exceed for any such Lender the Initial Term Loan Commitment of such Lender, and (iv) shall not exceed in the aggregate the Total Initial Term Loan Commitments. On the Initial Term Loan Maturity Date, all then unpaid Initial Term Loans shall be repaid in full in Dollars. (b) [Reserved]. (c) Subject to and upon the terms and conditions herein set forth each Revolving Credit Lender severally and not jointly agrees to make Revolving Credit Loans denominated in Dollars to the Borrower from its applicable lending office (each, a “Revolving Credit Loan”) in an aggregate principal amount not to exceed at any time outstanding the amount of such Revolving Credit Lender’s Revolving Credit Commitment, provided that any of the foregoing such Revolving Credit Loans (A) shall be made at any time and from time to time on and after the Closing Date and prior to the Revolving Credit Maturity Date of such Revolving Credit Commitment, (B) may, at the option of the Borrower be incurred and maintained as, and/or converted into, ABR Loans or Term SOFR Loans that are Revolving Credit Loans; provided that all Revolving Credit Loans made by each of the Lenders pursuant to the same Borrowing shall, unless otherwise specifically provided herein, consist entirely of Revolving Credit Loans of the same Type, (C) may be repaid (without premium or penalty) and reborrowed in accordance with the provisions hereof, (D) shall not, for any Lender at any time, after giving effect thereto and to the application of the proceeds thereof, result in such Revolving Credit Lender’s Revolving Credit Exposure in respect of any Class of Revolving Loans at such time exceeding such Revolving Credit Lender’s Revolving Credit Commitment in respect of such Class of Revolving Loan at such time and (E) shall not, after giving effect thereto and to the application of the proceeds thereof, result at any time in the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures at such time exceeding the Total Revolving Credit Commitment then in effect or the aggregate amount of the Revolving Credit Lenders’ Revolving Credit Exposures of any Class of Revolving Loans at such time exceeding the aggregate Revolving Credit Commitment with respect to such Class.