Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by Dxxxxx and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, InspireMD, Inc. By: Name: Title: Agreed and accepted as of the date first above written. DXXXXX XXXXX SECURITIES, INC. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I Issuer General Use Free Writing Prospectuses None.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. 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 among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 620,000 X.X. Xxxxxxxx & Co. 480,000 Ladenburg Xxxxxxxx & Co. Inc. 320,000 Xxxxxxxxxx Securities, Inc. 340,000 Maxim Group LLC 100,000 National Securities Corporation 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 7.9800 Sales load (underwriting discounts and commissions) $ 0.3192 Proceeds to the Company, before expenses $ 7.6608 Pricing Date: October 26, 2016 Closing Date (T+3): October 31, 2016 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $15.1 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the severa...
Partial Unenforceability. 25 SECTION 16.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, By AVIS BUDGET CAR RENTAL, LLC /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET FINANCE, INC. /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET GROUP, INC. /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AVIS BUDGET HOLDINGS, LLC. /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By AB CAR RENTAL SERVICES, INC.ARACS LLCAVIS ASIA AND PACIFIC, LLCAVIS CAR RENTAL GROUP, LLCAVIS CARIBBEAN, LIMITEDAVIS ENTERPRISES, INC.AVIS GROUP HOLDINGS, LLCAVIS INTERNATIONAL, LTD.AVIS OPERATIONS, LLCAVIS RENT A CAR SYSTEM, LLCPF CLAIMS MANAGEMENT, XXX.XX HOLDCO, INC.WIZARD CO., INC. /s/ Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer By BGI LEASING, INC.BUDGET RENT A CAR SYSTEM, INC.BUDGET RENT A CAR LICENSOR, LLCBUDGET TRUCK RENTAL LLCRUNABOUT, LLCWIZARD SERVICES, INC.ZIPCAR,INC. /s/ Xxxxx X. Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Vice President and Treasurer The foregoing Agreement is hereby confirmed and accepted by the Initial Purchasers as of the date first written above. By XXXXXX XXXXXXX & CO. LLCFor itself and on behalf of theseveral Initial Purchasers listedin Schedule 1 hereto. /s/ Xxxxxxxx Xxxxx Authorized Signatory
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, ENERGIZER HOLDINGS, INC. By: /s/ Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Executive Vice President, Chief Financial Officer and Principal Accounting Officer Accepted: As of the date first written above X.X. XXXXXX SECURITIES LLC For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxx Xxx Authorized Signatory BARCLAYS CAPITAL INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxxx Xxxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. For itself and on behalf of the several Underwriters listed in Schedule 1 hereto. By: /s/ Xxxx Xxxxxxx Authorized Signatory Schedule 1 Underwriter Number of Shares X.X. Xxxxxx Securities LLC 559,006 Barclays Capital Inc. 442,547 Citigroup Global Markets Inc. 442,547 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 158,385 MUFG Securities Americas Inc. 93,167 Evercore Group L.L.C. 74,534 Standard Chartered Bank 58,230 Total 1,875,000 Annex A Pricing Disclosure Package Pricing Term Sheet in the form of Annex B hereto. Annex B Energizer Holdings, Inc. Pricing Term Sheet Pricing Term Sheet Free Writing Prospectus dated as of January 15, 2019 Filed pursuant to Rule 433 Relating to the Preliminary Prospectus Supplements each dated January 14, 2019 to the Prospectus dated January 14, 2019 Registration No. 333-229244 Energizer Holdings, Inc. Concurrent Offerings of 4,076,086 Shares of Common Stock, par value $0.01 per Share (the “Common Stock”) (the “Common Stock Offering”) and 1,875,000 Shares of 7.50% Series A Mandatory Convertible Preferred Stock (the “Mandatory Convertible Preferred Stock Offering”)
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Secur...
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
