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, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3, that proportion of the number of Initial Securities set forth in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 3 contracts

Sources: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule 3III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”), that proportion the amount of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 opposite the name of such UnderwriterI hereto, plus any additional number aggregate principal amount 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 3 contracts

Sources: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, which is equal to (i) the number of Initial Securities set forth in Schedule 1 A opposite the name of such Underwriter, plus (ii) 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 3 contracts

Sources: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives Evercore in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Agenus Inc), Underwriting Agreement (MiNK Therapeutics, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees Forward Seller (with respect to sell the Borrowed Initial Securities) and the Company (with respect to each Underwriterany Company Top-Up Initial Securities) agree to sell, and the Underwriters agree to purchase, severally and not jointly, and in each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, case at the purchase price per share set forth in Schedule 3A hereto, that proportion of the respective number of Initial Securities set forth in Schedule 2 A hereto opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 opposite the name of such Underwriter’s name, 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Old National Bancorp /In/), Underwriting Agreement (Atlantic Union Bankshares Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Oaktree Capital Group Holdings GP, LLC), Underwriting Agreement (TORM PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 2 contracts

Sources: Purchase Agreement (Odyssey Healthcare Inc), Purchase Agreement (Odyssey Healthcare Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3B, that proportion of the number of Initial Securities set forth in Schedule 2 A opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives Citi in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the such Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, which the number of Initial Securities set forth in Schedule 1 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 Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Credit Suisse in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Rexnord Corp), Underwriting Agreement (Rexnord Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Purple Innovation, Inc.), 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, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule 3III (less underwriter’s discounts and commissions of $1.00 per share) (the “Purchase Price”), that proportion the amount of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 opposite the name of such UnderwriterI hereto, plus any additional number aggregate principal amount 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Stockholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 2 contracts

Sources: Purchase Agreement (Avx Corp /De), Purchase Agreement (Avx Corp /De)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Stockholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives ▇.▇. ▇▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 2 contracts

Sources: Underwriting Agreement (DigitalBridge Group, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 1 contract

Sources: Purchase Agreement (Nasdaq Stock Market Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (TTEC Holdings, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule 3III (less underwriter’s discounts and commissions of $0.9375 per share) (the “Purchase Price”), that proportion the amount of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 opposite the name of such UnderwriterI hereto, plus any additional number aggregate principal amount 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Sotherly Hotels Lp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Clarivate Analytics PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderShareholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Purchase Agreement (Lincoln Educational Services Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Stockholder, acting severally and not jointly, agrees to sell to each Underwriterthe Underwriters, severally and not jointly, that number of Initial Securities set forth in Schedule A and each Underwriter, severally and not jointly, agrees to purchase from the each Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (WhiteHorse Finance, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each UnderwriterCompany and the Sponsor Shareholders, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany and each such Sponsor Shareholder, at the price per share set forth in Schedule 3of $25.22, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company or such Sponsor Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives Representative in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: 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, the Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Millicom International Cellular Sa)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives M▇▇▇▇▇▇ L▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Townsquare Media, LLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 A opposite the name of the Selling Stockholder Company, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their its sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 1 contract

Sources: Underwriting Agreement (Fidelity Southern Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: 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, the each Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: 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, the each Selling Stockholder Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling Stockholder, at the price per share set forth in Schedule 3Purchase Price, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Stockholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (MeridianLink, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each UnderwriterShareholders, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3of $25.25, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives Representative in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: 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, the Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderShareholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 1 contract

Sources: Purchase Agreement (MF Global Ltd.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Rexnord Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share equal to $________ (being an amount equal to the initial public offering price per share set forth in Schedule 3B less $________ per share), that proportion of the total number of Initial Securities set forth in Schedule 2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Purchase Agreement (Darwin Professional Underwriters Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.

Appears in 1 contract

Sources: Purchase Agreement (Utstarcom Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling StockholderCompany, at the price per share ADS as set forth in Schedule 3A (the “Purchase Price”), that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Company, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesADSs.

Appears in 1 contract

Sources: Underwriting Agreement (Hutchison China MediTech LTD)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder agrees to sell to each UnderwriterShareholder, severally and not jointly, agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Clarivate Analytics PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the Selling Stockholder Stockholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives BofA in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (BrightSpire Capital, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling StockholderShareholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule 1 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 Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ in their its sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Purchase Agreement (Penske Automotive Group, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the each Selling Stockholder, at the price per share set forth in Schedule 3A, that proportion of the number of Initial Securities set forth in Schedule 2 B opposite the name of the such Selling Stockholder Stockholder, which the number of Initial Securities set forth in Schedule 1 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 Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securitiesshares.

Appears in 1 contract

Sources: Underwriting Agreement (Emerald Expositions Events, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Stockholder Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the such Selling StockholderShareholder, at the price per share set forth in Schedule 3C, that proportion of the number of Initial Securities set forth in Schedule 2 A opposite the name of the such Selling Stockholder Shareholder which the number of Initial Securities set forth in Schedule 1 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 Lead Representatives in their sole discretion shall make make, to eliminate any sales or purchases of fractional securities.

Appears in 1 contract

Sources: Purchase Agreement (Endurance Specialty Holdings LTD)