Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: SolarWinds, Inc.

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Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$3.3075. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares solely to cover over-allotment shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, whole or from time to time in partpart (but not more than once), on or before the thirtieth day following the date of this Agreementthe Final Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Petroquest Energy Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell, on the basis sell its respective portion of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $28.8575 from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Shareholder agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Shareholders at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact Company and the Selling Shareholders (as defined belowwith a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Axalta Coating Systems Ltd.)

Purchase of the Shares by the Underwriters. (a) Each On the basis of the Selling Stockholders representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement and each Underwriter, agrees, severally and not jointly, to sellpurchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. The price per Share to the public will be Cdn$• for Shares sold in Canada and US$• for Shares sold in the United States or other countries (the “Purchase Price”). In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares Company agrees to the several Underwriters as provided in this Agreement, issue and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this AgreementClosing Date (as hereinafter defined), by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Gold Reserve Inc)

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders agrees, as to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[ ] from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Stockholders agrees agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the denominator of which is Selling Stockholders by the maximum number of Option several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares which all of as the Underwriters are entitled to purchase hereunderRepresentatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Intelepeer Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters Underwriter as provided in this Agreement, and each the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from each of the Selling Stockholders Stockholder at a purchase price per share of $ $35.00 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Sirona Holdings Luxco S.C.A. agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, Underwriter and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter shall have the option to purchase, severally and not jointly, from each Selling Stockholder purchase at its election up to 1,050,000 Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriter, that portion on the basis of the number of Option Shares as representations and warranties and agreements herein contained and subject to which such election the conditions set forth herein, shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled option to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto from Sirona Holdings Luxco S.C.A. at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the denominator of which is Underwritten Shares but not payable on the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 heretoShares. The Underwriters Underwriter may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriter to the Attorneys in Fact (as defined below). Sirona Holdings Luxco S.C.A. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed notice. Except in accordance connection with a concurrent closing with the provisions sale of Section 12 hereof). Any the Underwritten Shares, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Sirona Dental (Sirona Dental Systems, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$17.39. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Myriad Genetics Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$18.816. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, for the purpose of covering over-allotments, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any Except with respect to Option Shares to be purchased on the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein, provided, however, that if Option Shares are to be purchased on the Closing Date, any such notice shall be given at least one business day prior to the Closing Date.

Appears in 1 contract

Samples: Ariad Pharmaceuticals Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) of $[—] (other than the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fractionAffiliate Securities, the numerator of which is the aggregate number of Underwritten Shares to shall be purchased by such Underwriter as set forth opposite the name at a price of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$[—] per Affiliate Security). In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company after the date hereof and prior to the issuance of the Option Shares and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Chesapeake Lodging Trust

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $486.00 (the “Purchase Price”) from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion solely for the purpose of covering over-allotments made in connection with the sale of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Underwritten Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase No Option Shares shall be made in proportion sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. If any Option Shares are to be purchased, the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two five business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (SVB Financial Group)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders Shareholder agrees, severally and not jointly, to sell, on the basis sell its respective portion of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $27.02 from the Selling Shareholders the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Shareholder agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Shareholders at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Shareholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact Company and the Selling Shareholders (as defined belowwith a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Axalta Coating Systems Ltd.)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$4.4229. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Dynegy Inc /Il/)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule I hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder). In addition, each of the Selling Stockholders agrees severally and not jointlyCompany, as and to the extent indicated in Schedule 2 II hereto, agrees to sell, on the basis of the representations, warranties issue and agreements set forth herein and subject sell up to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company such Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter listed in Schedule I hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Brightmail Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject Subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$1.9086. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriterseach Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any Notwithstanding anything contained herein to the contrary, unless the date and time of delivery specified therein shall be the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Clearwire Corp /DE

Purchase of the Shares by the Underwriters. (a) Each of the The Selling Stockholders agreesagree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ $[ ] (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the ). The Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Stockholders the Option Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in partpart on no more than two occasions, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys Company and the Selling Stockholders as indicated in Fact (as defined below)Section 17(b) hereof. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Burger King Holdings Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[●] from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders agrees severally and not jointlyShareholders agrees, as and to the extent indicated in Schedule 2 hereto, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder Shareholder the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares that bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact Company and the Selling Shareholders (as defined belowwith a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Any such election to purchase the Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto.

Appears in 1 contract

Samples: Atotech LTD

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sellThe Company, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the terms and conditions herein set forth hereinforth, agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$49.15. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 11 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any Except in the case of Option Shares to be delivered on the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: T-Mobile US, Inc.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company, the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$[ ]. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters solely to cover over-allotments as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, whole or from time to time in part, part (but not more than once) on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Synthesis Energy Systems Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders Sellers agrees, severally and not jointly, to sellsell to the several Underwriters and each Underwriter agrees, severally and not jointly, to purchase from each of the Sellers, in each case on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a purchase price per share of $ $22.9781 (the “Purchase Price”) ), the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders Sellers as set forth opposite their respective names in Schedule Schedules 2 and 3 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders Sellers hereunder. In addition, each of the Warburg Pincus Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this AgreementUnderwriters, and the Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Warburg Pincus Selling Stockholder Stockholders up to 2,400,000 Option Shares at the Purchase PricePrice If any Option Shares are to be purchased, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and (or such number increased as set forth in Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Underwriters are entitled Warburg Pincus Selling Stockholders by the several Underwriters, subject, however, to purchase hereundersuch adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Warburg Pincus Selling Stockholder as set forth in Schedule 2 hereto, except as set forth therein. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Warburg Pincus Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Laredo Petroleum Holdings, Inc.

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders Shareholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $[ ] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders Shareholders hereunder. In addition, each of the Selling Stockholders agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Selling Stockholder Shareholders at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and (or such number increased as set forth in Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Underwriters are entitled Selling Shareholders by the several Underwriters, subject, however, to purchase hereundersuch adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder Shareholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Company and the Attorneys in Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (CyberArk Software Ltd.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares ($28.80. The Company will not be obligated to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each deliver any of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, Shares except upon payment for all the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any In the case of any Option Shares to be delivered and paid for after the Closing Date, such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Gaming & Leisure Properties, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject Subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$ [—]. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives LCM to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The Company shall not be obligated to deliver any of the Underwritten Shares or the Option Shares on the Closing Date or Additional Closing Date (as hereinafter defined), respectively, except upon payment for all such Shares to be purchased on such date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BG Medicine, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders Shareholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $22.0875 (the “Purchase Price”) from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders Shareholders hereunder. In addition, each of the Selling Stockholders agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder Shareholder, the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and (or such number increased as set forth in Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Underwriters are entitled Selling Shareholders by the several Underwriters, subject, however, to purchase hereundersuch adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder Shareholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Shareholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. If the Underwriters exercise the option to purchase Option Shares in full, the number of Option Shares to be sold to the Underwriters by each of the Selling Shareholders shall be the number of Option Shares indicated in Schedule 2 hereto. If the Underwriters exercise the option to purchase Option Shares in part, then 50% of such Option Shares to be sold pursuant to such partial exercise shall be sold to the Underwriters by Tene Investment Funds in the same proportion to the maximum number of Option Shares to be sold by each of Tene Investments in Quartz Surfaces L.P. and Tene Investments in Quartz Surfaces B (Parallel) L.P, as set forth in Schedule 2 hereto and 50% of such Option Shares to be sold pursuant to such partial exercise shall be sold to the Underwriters by Kibbutz Sdot-Yam.

Appears in 1 contract

Samples: CaesarStone Sdot-Yam Ltd.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $[·] (the “Purchase Price”) from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders agrees agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and (or such number increased as set forth in Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Underwriters are entitled Company by the several Underwriters, subject, however, to purchase hereundersuch adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Michaels Companies, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally New Issue Underwritten Shares and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the sell he Treasury Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$[ ]. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Fiat Chrysler Automobiles N.V.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) of $21.065. The Company will not be obligated to deliver any of the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying except upon payment for all the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares X.X. Xxxxxx Securities Inc. in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives X.X. Xxxxxx Securities Inc. to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Commscope Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares ($9.4082. The Company will not be obligated to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each deliver any of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, Shares except upon payment for all the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: VEREIT Operating Partnership, L.P.

Purchase of the Shares by the Underwriters. (a) Each of the The Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders Stockholder at a purchase price per share of $ $11.01125 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the its name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders agrees severally and not jointlyStockholder, as and to the extent indicated in Schedule 2 hereto, agrees to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, representations and warranties and agreements set forth herein contained and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each the Selling Stockholder up to 1,800,000 Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth 30th day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: TTM Technologies Inc

Purchase of the Shares by the Underwriters. (a) Each The Company, as to of the Underwritten Shares, and each of the Selling Stockholders agreesStockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell, on sell the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, the Company agrees to issue and sell the Option Shares and each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company and each of the Selling Stockholder Stockholders the Option Shares at the Purchase Price. If any Option Shares are to be purchased, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Company and the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Omneon Video Networks, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each $47.50. The public offering price of the Selling Stockholders as set forth opposite their respective names Shares is not in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all excess of the Selling Stockholders hereunder. price recommended by Jxxxxxx Rxxx & Company, acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares solely to cover over-allotment shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, whole or from time to time in partpart (but not more than once), on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Petroquest Energy Inc)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ $7.52 (the "Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder"). In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Bioenvision Inc

Purchase of the Shares by the Underwriters. (a) Each On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 9,500,000 Firm Shares to the several Underwriters, the Selling Stockholders agreesStockholders, severally and jointly, agree to sell to the Underwriters 500,000 Firm Shares as set forth in Schedule II hereto and each of the Underwriters, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase the number of Firm Shares from each of the Company and the Selling Stockholders at a price per share set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of $ the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Underwriters may determine. The Company hereby grants to the Underwriters an option to purchase up to 1,500,000 Option Shares. Such option (the “Purchase PriceOption”) is exercisable in whole or in part from time to time only by written notice from the number Representatives to the Company, given within a period of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying 30 calendar days after the date of this Agreement and setting forth the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Option Shares to be purchased and the date on which such Option Shares are to be delivered, as determined by such Underwriter as set forth opposite the name Representatives but in no event earlier than the Closing Date or, unless the Representatives and the Company otherwise agree in writing, earlier than two (2) or later than ten (10) business days after the date of such Underwriter in Schedule 1 hereto notice. The price of both the Firm Shares and the denominator of which is the aggregate number of Underwritten any Option Shares to be purchased by all the Underwriters from all shall be $19.10 per share of Common Stock. The Company agrees that any Option Shares issued by the Company upon exercise of the Selling Stockholders hereunder. In additionOption will be entitled to receive any dividends, each of the Selling Stockholders agrees severally and not jointlyif any, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable during the period beginning on the Closing Date and ending on the last Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact Closing Date (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Northern Oil & Gas, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on On the basis of the representations, warranties and agreements set forth herein and herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this AgreementUnderwriters, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriter agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) Company the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and I hereto. The purchase price for each Underwritten Share shall be $[ ] per share (the denominator “Purchase Price”). The obligation of which is each Underwriter to the aggregate Company shall be to purchase from the Company the number of Underwritten Shares to be purchased by all set forth opposite the Underwriters from all name of the Selling Stockholders hereundersuch Underwriter in Schedule I hereto. In additionmaking this Agreement, each of the Selling Stockholders agrees Underwriter is contracting severally and not jointly; except as provided in paragraph (e) of this Section 2 and in Section 10 hereof, as and the agreement of each Underwriter is to purchase only the extent indicated respective number of Underwritten Shares specified in Schedule 2 heretoI. In addition, the Company agrees to sell, on the basis of the representations, warranties issue and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company, the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two one business days day prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Bluestem Brands, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the The Selling Stockholders agrees, severally and not jointly, Stockholder agrees to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders Stockholder at a price per share of $ (the “Purchase Price”) of $22.1375 the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Stockholder agrees severally and not jointly, as and to the extent indicated in Schedule 2 1 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact Company and the Selling Stockholder (as defined belowwith a courtesy copy of such notice delivered to Xxxxxx & Xxxxxxx LLP). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth seventh full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: CommScope Holding Company, Inc.

Purchase of the Shares by the Underwriters. (a) Each of (i) The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ ($18.612 from the “Purchase Price”) Company the respective number of Underwritten Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto hereto; and (ii) in the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as event and to the extent indicated that the Underwriters exercise the election to purchase Optional Shares as provided below, the Company agrees to issue and sell to the several Underwriters as provided in Schedule 2 heretothis Agreement, to selland each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchaseagrees, severally and not jointly, from each Selling Stockholder to purchase at the Purchase Price, less price per share set forth in clause (i) of this Section 2(a) (provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Optional Shares), that portion of the number of Option Optional Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Sharesshares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Optional Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and the denominator of which is the maximum number of Option the Optional Shares which that all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Crinetics Pharmaceuticals, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders The Company agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to issue and sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[•] from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof10 hereof or as you and the Company may otherwise agree in writing). Any Except in the case of Option Shares to be delivered on the Closing Date, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Ollie's Bargain Outlet Holdings, Inc.

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each $ . The public offering price of the Selling Stockholders as set forth opposite their respective names Shares is not in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all excess of the Selling Stockholders hereunderprice recommended by , acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). The Company hereby confirms its engagement of as, and hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the NASD with respect to the offering and sale of the Shares. In addition, each of the Company agrees to issue and sell, and the Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Company and the Selling Stockholder Stockholders the Option Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in partpart on no more than two occasions, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Company and the Attorney-in-Fact (as defined belowhereinafter defined). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Burger King Holdings Inc)

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders Shareholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth for herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $[•] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders Shareholders hereunder. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the denominator of which is Selling Shareholders by the maximum number of Option several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares which all of as the Underwriters are entitled to purchase hereunderRepresentatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 heretothe Company. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Wix.com Ltd.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $4.85 from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names such Underwriter’s name in Schedule 2 hereto by a fraction, 1 hereto. The Company will not be obligated to deliver any of the numerator of which is Underwritten Shares except upon payment for all the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Frontier Communications Corp)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each $_____. The public offering price of the Selling Stockholders as set forth opposite their respective names Shares is not in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all excess of the Selling Stockholders hereunderprice recommended by Xxxxxxx Xxxxxx Xxxxxx Inc., acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the NASD. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase PricePrice to cover over-allotments, less an amount per share equal to if any. If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time time, in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein, unless otherwise agreed by the parties hereto.

Appears in 1 contract

Samples: Orchids Paper Products CO /DE

Purchase of the Shares by the Underwriters. (a) Each The Company, as to of the Underwritten Shares, and each of the Selling Stockholders agreesStockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell, on sell the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, the Company as to of the Option Shares and each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 heretoII hereto agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company and each of the Selling Stockholder Stockholders the Option Shares at the Purchase Price. If any Option Shares are to be purchased, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Underwritten Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule I hereto (or such number increased as set forth in Section 10 hereof) bears to purchase hereunderthe aggregate number of Underwritten Shares being purchased from the Company and the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Divx Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto (or such number as may be increased in accordance with Section 10 hereof) at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$ . In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is Underwriters, the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto (or such number as may be increased in accordance with Section 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein; provided, however, that if such Option Shares are to be delivered and paid for on the Closing Date, notice may be given one business day prior to such date.

Appears in 1 contract

Samples: WHITEWAVE FOODS Co

Purchase of the Shares by the Underwriters. (a) Each The Company, as to 4,000,000 of the Underwritten Shares, and the Selling Stockholders agreesStockholder, as to 500,000 of the Underwritten Shares, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Company and the Selling Stockholders Stockholder at a purchase price per share of $ $13.924 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Company and the Selling Stockholders Stockholder as set forth opposite their respective names in Schedule 2 hereto above by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Company and the Selling Stockholders Stockholder hereunder. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Smith Micro Software Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) of $44.235. The Company will not be obligated to deliver any of the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying except upon payment for all the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any In the case of any Option Shares to be delivered and paid for after the Closing Date, such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Gaming & Leisure Properties, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each $97.00. The public offering price of the Selling Stockholders as set forth opposite their respective names Shares is not in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all excess of the Selling Stockholders hereunderprice recommended by Jxxxxxxxx & Company, Inc., acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the Financial Industry Regulatory Authority. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: McMoran Exploration Co /De/

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from the Company and all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: SolarWinds, Inc.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares Firm Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders Company at a purchase price per share $1000 principal amount of Security $ ([ ] the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names ” Firm Securities in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter principal amount as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderI hereto. In addition, each of the Selling Stockholders Company agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares Securities to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to [ ] Option Securities at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, Price that portion of the number of Option Shares Securities as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares Securities by a fraction the numerator of which is the maximum number of Option Shares Securities which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares Securities which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth thirteenth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 8 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Trinity Industries Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[ ] from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Stockholder agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, hereto to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 14 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 14 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (ZS Pharma, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the The Selling Stockholders agrees, severally and not jointly, Shareholder agrees to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Underwriting Agreement (the “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of $[●] from the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, Shareholder the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Shareholder agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Shareholder the Option Shares at purchase at a price per share (the “Option Purchase Price”) of $[●], less an amount per share equal to any dividends or distributions declared by the Company and per share payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto (or such number as it may be increased pursuant to Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Shareholder. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth third (3rd) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: New Business Netherlands N.V.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$[__]. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Central European Media Enterprises LTD

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name on Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$126.10. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter on Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth (10th) full business day Business Day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days (2) Business Days prior to the date and time of delivery specified therein. Option Shares may be purchased by the Underwriters for the purposes set forth under the heading “Underwriting (Conflicts of Interest)” in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Avalonbay Communities Inc)

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Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject Subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$ [—]. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the terms and conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. The Company shall not be obligated to deliver any of the Underwritten Shares or the Option Shares on the Closing Date or Additional Closing Date (as hereinafter defined), respectively, except upon payment for all such Shares to be purchased on such date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BG Medicine, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on On the basis of the representations, warranties representations and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$24.655625. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties representations and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwri- ters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys Company; provided, however that such option may be exercised only to the extent the Underwriters sell more than the number of Underwritten Shares in Fact (as defined below)the offering. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Uil Holdings Corp

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $ from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you the Representatives so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto and (or such number increased as set forth in Section 12 hereof) bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Underwriters are entitled Selling Stockholders by the several Underwriters, subject, however, to purchase hereundersuch adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by upon written notice from the Representatives to the Attorneys in Fact (as defined below)Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Altice USA, Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ $63.7248 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder). In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth hereinin this Section 2, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 2 hereto1 hereto bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof)notice. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Range Resources Corp)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders The Company agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$ . In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any Except in the case of Option Shares to be delivered on the Closing Date, any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Burlington Stores, Inc.)

Purchase of the Shares by the Underwriters. (a) Each The Company (as to 1,900,000 Underwritten Shares) and each of the Selling Stockholders agreesStockholders, as and to the extent indicated in Schedule II hereto, agree, severally and not jointly, to sell, on sell the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders at a purchase price per share of $ $[ ] (the "Purchase Price") the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by the Company and each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 II hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Company and the Selling Stockholders hereunder. In addition, the Company (as to 285,000 Option Shares) and each of the Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 II hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters shall have the option to purchase at their election up to 375,000 Option Shares at the Purchase Price. The Underwriters, on the basis of the representationsrepresentations and warranties herein contained, warranties and agreements set forth herein and but subject to the conditions set forth hereinhereinafter stated, shall have the option to purchase, severally and not jointly, from the Company and each of the Selling Stockholder Stockholders at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, Price that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Sharesshares) determined by multiplying such number of Option Shares to be sold by the Company or such Selling Stockholder, as the case may be, by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto hereunder and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder, for the sole purpose of covering over-allotments (if any) in the sale of the Underwritten Shares by the several Underwriters. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 II hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 11 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Sharper Image Corp

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject Subject to the terms and conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees listed on Schedule 2-A agrees, severally and not jointly, as and to the extent indicated in Schedule 2 heretojointly (if applicable), to sell, on sell the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Underwritten Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase at a purchase price per share (the “Purchase Price”) of $20.51 from each of the Selling Stockholders listed on Schedule 2-A the number of Underwritten Shares (to be adjusted by the Underwriters in their sole discretion so as to eliminate fractional shares) set forth opposite the name of the Underwriters in Schedule 1 hereto. In addition, each of the Selling Stockholders listed on Schedule 2-B agrees, severally and not jointly (if applicable), as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the Underwriters, and the Underwriters shall have the option to purchasepurchase at their election, severally and not jointly, from each Selling Stockholder up to 525,000 Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. The Underwriters, that portion on the basis of the representations and warranties and agreements herein contained and subject to the conditions set forth herein, shall have the option to purchase at its election, from each Selling Stockholder listed on Schedule 2-B the Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is Underwriters shall be the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite such Underwriter’s the name of the Underwriters in Schedule 1 hereto and bears to the denominator of which is the maximum aggregate number of Option Underwritten Shares which all of being purchased from the Selling Stockholders listed on Schedule 2-A by the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters are entitled to purchase hereunderin their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 2-B hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth (10th) full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof)notice. Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Fox Factory Holding Corp

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) of $8.075 or, in the number case of Underwritten any Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all to certain affiliates of the Selling Stockholders hereunderGTCR Xxxxxx Xxxxxx XX, L.L.C. (“GTCR”), $8.50. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Privatebancorp, Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[·] the respective number of Underwritten Shares (set forth opposite such Underwriter’s name in Schedule 1 hereto from the Company. In addition, the Company agrees to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by issue and sell, and each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fractionagrees, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives, in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Vantiv, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agreesStockholder, severally and not jointly, agrees to sell, on the basis of the representations, warranties issue and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders Stockholders, the proportion of Shares set forth in Schedule 2, the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$18.0711. In addition, each of the Selling Stockholders agrees agree, severally and not jointly, as to issue and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Stockholders the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholders by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Company and Xxxxx Xxxxxxxxxx and Xxxxxxxx Xxxxx, who are acting as the Attorneys-in-Fact on behalf of the Selling Stockholders pursuant to the Power of Attorney (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two three business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: TPG Specialty Lending, Inc.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ $[_______] (the "Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder"). In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters Representatives, on behalf of the Underwriters, may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Net2phone Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ $[•] with respect to the non-Directed Shares (the “Purchase Price”) and $[•] with respect to the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderDirected Shares. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any Except with respect to Option Shares to be purchased on the Closing Date, if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Clovis Oncology, Inc.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share (the "Purchase Price") of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each . The public offering price of the Selling Stockholders as set forth opposite their respective names Shares is not in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all excess of the Selling Stockholders hereunder. price recommended by X.X. Xxxxxxx & Sons, Inc., acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Exco Resources Inc

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally a)The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $89.01 (the “Purchase Price”) from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion . Option Shares may be purchased as provided in this Section 2 solely for the purpose of covering sales of securities in excess of the number of the Underwritten Shares. If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Axon Enterprise, Inc.

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$19.68. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Delta Petroleum Corp/Co

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of for Underwritten Shares to be sold by each allocated to TW of $2.75 (the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by “Public Offering Price”) and at a fraction, the numerator of which is the aggregate number of price per share for all other Underwritten Shares to be purchased by such Underwriter as set forth opposite of $2.6125 (the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder“Discounted Purchase Price”). In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Public Offering Price for Option Shares to be allocated to TW Investor, if any, and at the Discounted Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Price for all other Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Letter Agreement (Central European Media Enterprises LTD)

Purchase of the Shares by the Underwriters. (a) Each On the basis of the Selling Stockholders agreesrepresentations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and each of the Underwriters agrees to purchase from the Company the respective aggregate number of Firm Shares set forth opposite its name on Schedule A, plus such additional number of ---------- Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Company and purchased by the several Underwriters shall be $_____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters ; except as provided in paragraphs (b) and (c) of this AgreementSection 3, and the agreement of each Underwriter, Underwriter is to purchase only the respective number of Firm Shares specified on the basis Schedule A. ---------- (b) If for any reason one or more of the representations, warranties and agreements set forth herein and subject Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the conditions set forth herein, agrees, severally and not jointly, termination of this Agreement under the provisions of Section 10 hereof) to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) and pay for the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within twenty-four (24) hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth opposite forth, all or any part of the name Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining shares and portion which the defaulting Underwriter in Schedule 1 hereto or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares and portion which the denominator of which is defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of Underwritten such Shares to be purchased by all the Underwriters from all exceeds 10% of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the total number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled agreed to purchase hereunder. Any such election If the total number of Shares which the defaulting Underwriter or Underwriters agreed to purchase Option shall not be purchased or absorbed in accordance with the two preceding sentences, the Company shall have the right, within twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company shall be made have the right to postpone the Closing Date determined as provided in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following Section 5 hereof for not more than seven business days after the date of this Agreementoriginally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, by written notice from the Representatives to Offering Memorandum and the Attorneys in Fact (as defined below)Prospectus or any other documents or arrangements may be made. Such notice shall set forth If the aggregate number of Option Shares as to which the option is being exercised defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the date non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and time when without any liability on the Option Shares are part of the Company to be delivered any non-defaulting Underwriter and paid forwithout any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph (b), which may be the same date and time as the Closing Date (as hereinafter defined) but no action taken hereunder, shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date relieve any defaulting Underwriter from liability in respect of any default of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereinUnderwriter under this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Impath Inc)

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders Shareholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $[ ] (the “Purchase Price”) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and from each of the Selling Shareholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders Shareholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders Shareholders hereunder. In addition, the Company agrees to issue and sell, and each of the Selling Stockholders agrees Shareholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each of the Company and each Selling Stockholder Shareholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter’s name Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and the denominator of which is Selling Shareholders by the maximum number of Option several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares which all of as the Underwriters are entitled to purchase hereunderRepresentatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and by each Selling Stockholder Shareholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Shareholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (CaesarStone Sdot-Yam Ltd.)

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$42.889. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Central European Media Enterprises LTD

Purchase of the Shares by the Underwriters. (a) Each of the The Selling Stockholders agreesagree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ $24.125 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the ). The Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each the Selling Stockholder Stockholders the Option Shares at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in partpart on no more than two occasions, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys Company and the Selling Stockholders as indicated in Fact (as defined below)Section 17(b) hereof. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Burger King Holdings Inc)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $97.00 from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names such Underwriter’s name in Schedule 2 hereto by a fraction, 1 hereto. The Company will not be obligated to deliver any of the numerator of which is Underwritten Shares except upon payment for all the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares solely to cover over-allotments and at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Frontier Communications Corp

Purchase of the Shares by the Underwriters. (a) Each The Company agrees to issue and sell, and each of the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[—] (i) from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and (ii) from each of the Selling Stockholders the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each the Company agrees to issue and sell the Company’s portion of the Selling Stockholders agrees severally and not jointly, as and Option Shares to the extent indicated several Underwriters as provided in Schedule 2 heretothis Agreement, to selland the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from the Company such Option Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. In addition, each of the Selling Stockholders agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company and from such Selling Stockholder by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any Except with respect to Option Shares to be purchased on the Closing Date (for which notice shall be given at least one business day prior to the Closing Date), if any, any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (Ultragenyx Pharmaceutical Inc.)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $[ ] from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders agrees agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives each of X.X. Xxxxxx Securities LLC, Barclays Capital Inc. and Xxxxxx Xxxxxxx & Co. LLC to the Attorneys in Fact (as defined below)Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Dunkin' Brands Group, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ $559.43 (the “Purchase Price”) from the Company the respective number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Underwriter’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase No Option Shares shall be made in proportion sold or delivered unless the Underwritten Shares previously have been, or simultaneously are, sold and delivered. If any Option Shares are to be purchased, the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two five business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Underwriting Agreement (SVB Financial Group)

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) of $10.0275. The Company will not be obligated to deliver any of the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each except upon payment for all of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is Underwriters, the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to adjustment pursuant to Section 10 hereof and such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Arvinmeritor Inc

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ (the "Purchase Price”) the number " of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$17.50. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days Business Days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Allegheny Technologies Inc

Purchase of the Shares by the Underwriters. (a) Each a)Each of the Company and the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the sell its respective Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the conditions set forth hereinhereinafter stated, agrees, severally and not jointly, to purchase from the Company and each of the Selling Stockholders Stockholder at a purchase price per share of $ $61.5875 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Company or such Selling Stockholders Stockholder, as set forth opposite their respective names in Schedule 2 hereto applicable, by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all hereunder. The public offering price of the Selling Stockholders hereunderShares is not in excess of the price recommended by Bear, Xxxxxxx & Co. Inc. (the “Independent Underwriter”), acting as a “qualified independent underwriter” within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. (the “NASD”). In addition, the Company and each of the Selling Stockholders agrees Stockholder agrees, severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the sell their Option Shares to the several Underwriters as provided in this Agreement, and the UnderwritersUnderwriters shall have the option (the “Over-Allotment Option”) to purchase at their election up to 315,000 Option Shares at the Purchase Price, on the basis of the representations, warranties and agreements set forth herein and contained, but subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 heretohereinafter stated. The Underwriters may exercise the option to purchase the Over-Allotment Option Shares at any time in whole, or and from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives Representative to the Attorneys in Company and the Attorneys-in-Fact (as defined below). Such notice shall set forth the aggregate number of Option Shares as to which the option Over-Allotment Option is being exercised (the “Option Exercise Amount”) and the date and time when the such Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defineddefined below) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defineddefined below) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Upon any exercise of the Over-Allotment Option, subject to adjustment by you so as to eliminate fractional shares, (x) the number of Option Shares to be purchased by each Underwriter shall be the number determined by multiplying the Option Exercise Amount by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters hereunder; (y) the number of Option Shares to be sold by the Company shall be the number determined by multiplying the total number of Company Option Shares by a fraction, the numerator of which is the Option Exercise Amount and the denominator of which is the aggregate number of Option Shares; and (z) the number of Option Shares to be sold by each Selling Stockholder shall be the number determined by multiplying the total number of such Selling Stockholder’s Selling Stockholder Option Shares (as set forth opposite the name of such Selling Stockholder in Schedule II hereto) by a fraction, the numerator of which is the Option Exercise Amount and the denominator of which is the aggregate number of Option Shares.

Appears in 1 contract

Samples: Haynes International Inc

Purchase of the Shares by the Underwriters. (a) Each of The Company agrees to issue and sell the Selling Stockholders agrees, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter's name in Schedule I hereto at a price per share of $ (the "Purchase Price”) the number " of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$18.00. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number increased as set forth in Schedule 2 heretoSection 9 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, (but not more than once) on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 9 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Watts Water Technologies Inc

Purchase of the Shares by the Underwriters. (a) Each On the basis of the Selling Stockholders representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement and each Underwriter, agrees, severally and not jointly, to sellpurchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto. The price per Share to the public will be Cdn$l for Shares sold in Canada and US$l in the United States or other countries (the “Purchase Price”). In addition, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Shares Company agrees to the several Underwriters as provided in this Agreement, issue and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, Agreement and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, Underwriters shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this AgreementClosing Date (as hereinafter defined), by written notice from the Representatives to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Allied Nevada Gold Corp

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on On the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Company agrees to issue and sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares ($8.892. The Company will not be obligated to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each deliver any of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares except upon payment for all Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders agrees severally and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Option Shares Company hereby grants an option to the several Underwriters as provided in this AgreementAgreement to purchase, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, only for the purpose of covering overallotments which may be made in connection with the offering and distribution of the Underwritten Shares, and may be exercised, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor or later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Discover Financial Services

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally and not jointly, to sell, on sell the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, the Underwritten Firm Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from each of the Selling Stockholders at a price per share of $ (the “Purchase Price”) of $28.0575 the number of Underwritten Firm Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the Selling Stockholder’s name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderhereto. In addition, each of the Selling Stockholders agrees severally and not jointlyStockholders, as and to the extent indicated in Schedule 2 1 hereto, agree, severally and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchasepurchase at their election, severally and not jointly, from each the Selling Stockholder Stockholders up to 1,500,000 Option Shares solely to cover over-allotments at the Purchase Price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Firm Shares but not payable on the Option Shares. If any Option Shares are to be purchased, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted purchased by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction each Underwriter shall be the numerator of which is the maximum number of Option Shares which such Underwriter is entitled bears the same ratio to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum aggregate number of Option Shares which all being purchased as the number of Firm Shares set forth opposite the Underwriters are entitled name of such Underwriter in Schedule 2 hereto (or such number increased as set forth in Section 12 hereof) bears to purchase hereunderthe aggregate number of Firm Shares being purchased from the Selling Stockholders by the several Underwriters, subject. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 1 hereto. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives to the Attorneys in Fact (as defined below)Attorney-in-Fact. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, for which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth fifth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: Forum Energy Technologies, Inc.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares ($10.185. The Company will not be obligated to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each deliver any of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, Shares except upon payment for all the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunderprovided herein. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of . If any Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Underwriters to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Appears in 1 contract

Samples: VEREIT Operating Partnership, L.P.

Purchase of the Shares by the Underwriters. (a) Each of the Selling Stockholders agrees, severally The Company agrees to issue and not jointly, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Underwritten Shares to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from each the Company the respective number of the Selling Stockholders Underwritten Shares set forth opposite such Underwriter’s name in Schedule 1 hereto at a price per share of $ (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by each of the Selling Stockholders as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all of the Selling Stockholders hereunder$[●]. In addition, each of the Selling Stockholders Company agrees severally to issue and not jointly, as and to the extent indicated in Schedule 2 hereto, to sell, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, from each Selling Stockholder the Company the Option Shares at the Purchase Price, less an amount per share equal to . If any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares, that portion of the number of Option Shares as to which such election shall have been exercised (are to be adjusted by you in your sole discretion so as to eliminate fractional Shares) determined by multiplying such number of Option Shares by a fraction purchased, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase set forth opposite such Underwriter’s name in Schedule 1 hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold purchased by each Selling Stockholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Schedule 2 heretoSection 10 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Representative in its sole discretion shall make. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreementthe Prospectus, by written notice from the Representatives Representative to the Attorneys in Fact (as defined below)Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 12 10 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified thereintherein unless otherwise agreed upon by the Company and the Representative.

Appears in 1 contract

Samples: BioCardia, Inc.

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