Forward Underwritten Securities Sample Clauses
Forward Underwritten Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Forward Seller (with respect to Borrowed Underwritten Securities) and the Company (with respect to Company Top-Up Underwritten Securities) agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Underwritten Securities) and the Company (with respect to Company Top-Up Underwritten Securities), at the price per share set forth in Schedule A, the number of Forward Underwritten Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Forward Underwritten Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.
Forward Underwritten Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein:
(A) the Forward Seller (with respect to Borrowed Underwritten Securities) agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Forward Seller, at the Purchase Price, the respective number of Borrowed Underwritten Securities set forth opposite the names of the Underwriters in Schedule A hereto.
(B) the Company (with respect to Company Top-Up Underwritten Securities) agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, a number of Company Top-Up Underwritten Securities, if any, that bears the same proportion to the total number of Company Top-Up Underwritten Securities as the number of Borrowed Underwritten Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company and the Forward Seller, as applicable, will deliver the Initial Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the Purchase Price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, at 9:30 A.M., New York time, on November 19, 2021, or at such other time not later than seven full business days thereafter as the Representatives, the Forward Seller and the Company determine, such time being herein referred to as the “First Closing Date”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Initial Securities sold pursuant to the offering.