Common use of Initial Securities Clause in Contracts

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.), Underwriting Agreement (First Watch Restaurant Group, Inc.)

AutoNDA by SimpleDocs

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.), Underwriting Agreement (Grocery Outlet Holding Corp.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Navteq Corp), Purchase Agreement (Koninklijke Philips Electronics Nv), Purchase Agreement (Westpoint Stevens Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Bojangles', Inc.), Underwriting Agreement (Arhaus, Inc.), Underwriting Agreement (Bojangles', Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Plum Creek Timber Co Inc), Purchase Agreement (Plum Creek Timber Co Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each the Selling ShareholderStockholders, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each such Selling ShareholderStockholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Rue21, Inc.), Purchase Agreement (Rue21, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Agreement (Intapp, Inc.), Underwriting Agreement (Intapp, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (MSC Industrial Direct Co Inc), Purchase Agreement (MSC Industrial Direct Co Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree (i) the Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholderthe Company, which and (ii) each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth in Schedule A, the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Purchase Agreement (Mitel Networks Corp), Purchase Agreement (Mitel Networks Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Opentable Inc), Purchase Agreement (Opentable Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Hayward Holdings, Inc.), Underwriting Agreement (Hayward Holdings, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each the Selling ShareholderStockholders, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such each Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (TomoTherapy Inc), Purchase Agreement (Danaher Corp /De/)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, Stockholder at the price per share set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Verisk Analytics, Inc.), Purchase Agreement (Verisk Analytics, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each the Selling Shareholder, severally and not jointly, Stockholders agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each the Selling ShareholderStockholders, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B E opposite the name of such Selling ShareholderStockholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Pinnacle Foods Inc.), Underwriting Agreement (Pinnacle Foods Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Bloomin' Brands, Inc.), Underwriting Agreement (Bloomin' Brands, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AE, that proportion of the number of Initial Securities set forth in Schedule B A opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A B opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Aether Systems Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (First Watch Restaurant Group, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Construction Partners, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Agreement (Montrose Environmental Group, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule AD, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Rhythms Net Connections Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AE, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (James River Group Holdings, Ltd.)

AutoNDA by SimpleDocs

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Restoration Hardware Holdings Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share ADS set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such each Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (Ctrip Com International LTD)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Southeastern Grocers, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Xxxxxxx Xxxxx in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Angie's List, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each such Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Towers Watson & Co.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share ADS set forth in Schedule AC, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such each Selling Shareholder, Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, subject in each case, case to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (Ctrip Com International LTD)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling ShareholderStockholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling ShareholderStockholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each the Selling ShareholderStockholders, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each the Selling ShareholderStockholders, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling ShareholderStockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (DST Systems Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such the Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Arcos Dorados Holdings Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Granite Ridge Resources, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section ‎Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (CLARIVATE PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Selling Shareholder, severally and not jointly, agree agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule AD, that proportion of the number of Initial Securities set forth in Schedule A opposite the name of such Selling Shareholder which the number of Initial Securities set forth in Schedule B opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (Nymagic Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each the Company and the Selling Shareholder, severally and not jointly, agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each the Company and the Selling Shareholder, at the price per share set forth in Schedule A, that proportion of the number of Initial Securities set forth in Schedule B opposite the name of such the Company or the Selling Shareholder, as the case may be, which the number of Initial Securities set forth in on Schedule A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Underwriters Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (Finwise Bancorp)

Time is Money Join Law Insider Premium to draft better contracts faster.