Pricing Information Provided Orally by Underwriters. Public Offering Price: $49.50 per Share Number of Underwritten Shares: 5,050,505 Number of Option Shares: 757,575 Exhibit A-1 FORM OF LOCK-UP AGREEMENT April 17, 2017 X.X. Xxxxxx Securities LLC Xxxxxxx, Sachs & Co. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 c/o Goldman, Sachs & Co. 000 Xxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: Agios Pharmaceuticals, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with Agios Pharmaceuticals, Inc., a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxxxx, Sachs & Co. on behalf of the Underwriters (the “Representatives”), the undersigned will not, during the period commencing on the date hereof and ending 75 days after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of common stock, $0.001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and securities which may be issued upon exercise of a stock option or warrant), or publicly disclose the intention to make any offer, sale, pledge or disposition, (2) enter into a...
Pricing Information Provided Orally by Underwriters. Public offering price: $61.00 Common Stock offered: 6,750,000 shares of Common Stock, plus up to 1,012,500 shares of Common Stock issuable upon the exercise of the Underwriters’ option to purchase additional shares Annex B HealthEquity, Inc. Pricing Term Sheet None. Annex C Lock-up Parties Name Xxxxxx Xxxxxxxxx Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx Xxxxxx Xxxxxxxx Xxxxxx Xxxxxx Xxxxxxxxx Xxxx Xxxx Xxxxxxxxx Xxx Xxxxxxx Xxxxxx Xxxx Xxxxx XxXxxxx Xxxxx X. Xxxxxx Xxxxx Xxxx Xxxxxxx X. Xxxxxxxx, M.D. Xxxxxxx Xxxxxx Xxxxx Xxx Xxxxx Xxxxxx X. Xxxxxxxx Xxxxx Xxxxxxxxxx Xxxxx Xxxxxxxx Exhibit A Form of Lock-up Agreement , 2019 XXXXX FARGO SECURITIES, LLC 000 Xxxx Xxxxxx, 0xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Re: HealthEquity, Inc. — Public Offering Ladies and Gentlemen: The undersigned understands that you propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) between HealthEquity, Inc., a Delaware corporation (the “Company”) and Xxxxx Fargo Securities, LLC, as representative (the “Representative”) for the several underwriters listed in Schedule 1 thereto (the “Underwriters”), providing for the public offering (the “Public Offering”) of common stock (the “Common Stock”), $0.0001 per share par value, of the Company (the “Securities”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. In consideration of the Representative’s agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending 60 days (the “Lock-up Period”) after the date of the final prospectus relating to the Public Offering (the “Prospectus”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be deemed to be beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a ...
Pricing Information Provided Orally by Underwriters. Initial public offering price per share: $ [ ] Number of Underwritten Shares: [ ] Number of Option Shares: [ ] [Add any other pricing disclosure.] ANNEX B Written Testing-the-Waters Communications [●] ANNEX C XxxxxXxxx.xxx, Inc. Pricing Term Sheet EXHIBIT A EGC – Testing the waters authorization (to be delivered by the issuer to X.X. Xxxxxx in email or letter form) In reliance on Section 5(d) of the Securities Act of 1933, as amended (the “Act”), XxxxxXxxx.xxx, Inc. (the “Issuer”) hereby authorizes X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) and Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and their respective affiliates and their respective employees, to engage on behalf of the Issuer in oral and written communications with potential investors that are “qualified institutional buyers”, as defined in Rule 144A under the Act, or institutions that are “accredited investors”, as defined in Regulation D under the Act, to determine whether such investors might have an interest in the Issuer’s contemplated initial public offering (“Testing-the-Waters Communications”). A “Written Testing-the Waters Communication” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule 405 under the Act. The Issuer represents that it is an “emerging growth company” as defined in Section 2(a)(19) of the Act (“Emerging Growth Company”) and agrees to promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx in writing if the Issuer hereafter ceases to be an Emerging Growth Company while this authorization is in effect. If at any time following the distribution of any Written Testing-the-Waters Communication there occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Issuer will promptly notify X.X. Xxxxxx and Xxxxxx Xxxxxxx and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission. Nothing in this authorization is intended to limit or otherwise affect the ability of X.X. Xxxxxx, Xxxxxx Xxxxxxx and their affiliates and their respective employees, to engage in communications in which they could otherwise lawfully engage in the absence of this authorization, ...
Pricing Information Provided Orally by Underwriters. Price per Share: $[●] Number of Shares: [●] Underwritten Shares plus [●] Option Shares Annex B Written Testing-the-Waters Communications • [Investor Presentation dated [April 2019]] Annex C Twist Bioscience Corporation Pricing Term Sheet None. Exhibit A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT , 2019 X.X. XXXXXX SECURITIES LLC XXXXX AND COMPANY, LLC EVERCORE GROUP L.L.C. As Representatives of the several Underwriters listed in Schedule 1 to the Underwriting Agreement referred to below c/o X.X. Xxxxxx Securities LLC 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Cowen and Company, LLC 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 c/o Evercore Group L.L.C. 00 Xxxx 00xx Xxxxxx Xxx Xxxx, XX 00000 Re: Twist Bioscience Corporation — Public Offering Ladies and Gentlemen: The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an underwriting agreement (the “Underwriting Agreement”) with Twist Bioscience Corporation, a Delaware corporation (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters named in Schedule 1 to the Underwriting Agreement (the “Underwriters”), of common stock, $0.00001 per share par value, of the Company (the “Securities”). In consideration of the Underwriters’ agreement to purchase and make the Public Offering of the Securities, and for other good and valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that, without the prior written consent of X.X. Xxxxxx Securities LLC and Xxxxx and Company, LLC on behalf of the Underwriters, the undersigned will not, during the period beginning on the date of this letter agreement (this “Letter Agreement”) and ending on, but including, the 90th day after the date of the prospectus relating to the Public Offering (the “Prospectus”) (such period, the “Restricted Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock, $0.00001 per share par value, of the Company (the “Common Stock”) or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock or such other securities which may be
Pricing Information Provided Orally by Underwriters. The initial public offering price per Unit for the Units is $10.00. The number of Units purchased by the Underwriters is 20,000,000. Annex A-1 ANNEX B Written Testing-the-Waters Communications Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act.
Pricing Information Provided Orally by Underwriters. [set out key information included in script that will be used by underwriters to confirm sales] Schedule 4 CNOOC LIMITED Pricing Term Sheet for Notes due 20 % Notes due 20 (the “20 Notes”) Issuer: Guarantor: Principal Amount: Maturity Date: Coupon (Interest Rate): Public Offering Price: Ranking: Format: Listing: Denomination: Yield to Maturity: Spread to Benchmark Treasury: Benchmark Treasury: Benchmark Treasury Price and Yield: Interest Payment Dates: Interest Payment Record Dates: Optional Redemption: Trade Date: Settlement Date: CUSIP/ISIN: Ratings*: Joint Lead Managers and Joint Bookrunners: Co-Managers: * A securities rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn at any time. Each rating should be evaluated independently of any other rating. The issuer has filed a registration statement (including a prospectus) and a prospectus supplement with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, the prospectus supplement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC Web site at xxx.xxx.xxx. Alternatively, copies of the prospectus supplement and the accompanying prospectus may be obtained from , [address], telephone: ; , [address], telephone: ; or , [address], telephone: . Any disclaimer or other notice that may appear below is not applicable to this communication and should be disregarded. Such disclaimer or notice was automatically generated as a result of this communication being sent by Bloomberg or another email system. Annex B Form of Opinion of Xxxxx Xxxx & Xxxxxxxx LLP
Pricing Information Provided Orally by Underwriters. 1. The Selling Stockholder is selling 15,000,000 Underwritten Shares.
Pricing Information Provided Orally by Underwriters. 1. Price per share: $[●]
Pricing Information Provided Orally by Underwriters. Price per share to the public: The public offering price per share is, as to each investor, the price paid by such investor. Number of Shares offered: 10,530,624 Shares
Pricing Information Provided Orally by Underwriters. The initial public offering price per unit for the Public Units is $10.00. The number of units purchased by the Underwriters is 20,000,000. The Underwriters have an option to purchase an additional 3,000,000 units to cover over-allotments, if any. Annex B Written Testing-the-Waters Communications Reference is made to the materials used in the testing the waters presentation made to potential investors by the Company, to the extent such materials are deemed to be a “written communication” within the meaning of Rule 405 under the Securities Act. Exhibit A Form of Press Release Aequi Acquisition Corp. [Date] Aequi Acquisition Corp. (“Company”) announced today that RBC Capital Markets, LLC and BofA Securities, Inc., the book-running managers in the Company’s recent public sale of units, are [waiving] [releasing] a lock-up restriction with respect to _____ of the Company’s [shares of Common Stock] [Warrants] [Units] held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release] will take effect on ____________________, 20__, and the securities may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
