|
|
 | | | |
- close
- close
- close
- close
HPQ » Topics » an Ineligible Issuer (as defined in Rule 405), without taking into account of any determination by the Commission pursuant to the Rule 405 that it is not necessary that the Company by considered an Ineligible Issuer.This excerpt taken from the HPQ 8-K filed May 28, 2009. an Ineligible Issuer (as defined in Rule 405), without taking into account of any determination by the Commission pursuant to the Rule 405 that it is not necessary that the Company by considered an Ineligible Issuer.2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of each of the Securities set forth opposite each respective Underwriter’s name in Schedule II hereto.This excerpt taken from the HPQ 8-K filed Feb 27, 2009. an Ineligible Issuer (as defined in Rule 405), without taking into account of any determination by the Commission pursuant to the Rule 405 that it is not necessary that the Company by considered an Ineligible Issuer.2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of each of the Securities set forth opposite each respective Underwriter’s name in Schedule II hereto.3. Delivery and Payment.(a) Delivery of and payment for the Securities shall be made at the office, on the date and at the time specified in Schedule I hereto, which date and time may be postponed by agreement between the Representatives and the Company or as provided in Section 7 hereof (such date and time of delivery and payment for the Securities being called the “Closing Date”). Delivery of the Securities shall be made to the Representatives for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representatives of the purchase price thereof to or upon the order of the Company by wire transfer or transfers in immediately available funds to an account designated by the Company. The Securities shall be delivered in definitive global form through the facilities of The Depository Trust Company.(b) It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.4. Agreements.(A) The Company agrees with the several Underwriters that:
(a) The Company will file the Final Prospectus, properly completed, pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Company will promptly advise the Representatives (i) of any receipt by the Company from the Commission of any notice pursuant to Rule 401(g)(2) of the Act Regulations objecting to use of the automatic shelf registration statement form with respect to the Registration Statement, (ii) when, prior to termination of the offering of the Securities, any amendment to the Registration Statement relating to the Securities shall have become effective (if not already effective), (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Final Prospectus or for any additional information, (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose, (v) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose and (vi)
5
when the Preliminary Prospectus, and any supplement thereto, and any Issuer Free Writing Prospectus, shall have been filed (if required) by the Company. The Company will use its commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will not file any amendment to the Registration Statement or supplement to the Final Prospectus relating to the Securities or file any Issuer Free Writing Prospectus or Free Writing Prospectus unless the Company has afforded you the opportunity to review it prior to filing and will not file any such proposed amendment or supplement to which you reasonably and timely object.(b) If, at any time when a prospectus relating to the Securities is required to be delivered under the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), any event occurs as a result of which the Final Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend the Registration Statement or supplement the Final Prospectus to comply with the Act or the rules thereunder in any material respect, the Company will give the Representatives prompt notice of the occurrence of such event and promptly will prepare and file with the Commission, subject to the last sentence of paragraph (a) of this Section 4, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance.(c) The Company will make generally available to its securityholders as soon as practicable, but in any event not later than eighteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act) an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules thereunder (including, at the option of the Company, Rule 158).(d) The Company will furnish to the Representatives and counsel for the Underwriters, without charge, copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall have become effective on or prior to the Closing Date (and the Company will furnish to counsel for the Underwriters a photocopy of one signed copy of the Registration Statement (including exhibits and amendments)) and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172), as many copies of any Preliminary Prospectus, the Final Prospectus and each Issuer Free Writing Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request.(e) The Company will take such action as the Representatives may reasonably request to qualify the Securities for sale under the laws of such jurisdictions as the Representatives may reasonably request, and to maintain such qualifications in effect so long as required for the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify to do business in any jurisdiction or6
This excerpt taken from the HPQ 8-K filed Feb 28, 2007. an Ineligible Issuer (as defined in Rule 405), without taking into account of any determination by the Commission pursuant to the Rule 405 that it is not necessary that the Company by considered an Ineligible Issuer.2. Purchase and Sale. Subject to the terms and conditions and in reliance upon the representations and warranties herein set forth, the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price set forth in Schedule I hereto, the respective principal amounts of each of the Securities set forth opposite each respective Underwriter’s name in Schedule II hereto. | EXCERPTS ON THIS PAGE:
|
| |||||||
