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

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement, Underwriting Agreement (ANTERO RESOURCES Corp)

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Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (In8bio, Inc.), Underwriting Agreement (In8bio, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 1,500,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 225,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth provided in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $36.61 shall be $ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Capital Crossing Preferred Corp, Capital Crossing Preferred Corp

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Chiasma, Inc), Underwriting Agreement (International Market Centers, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 30.75 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pinnacle Entertainment Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto1. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 4 hereof4. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto 1 opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 23.5625 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Adolor Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 26.051 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pinnacle Entertainment Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 7,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,050,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Preferred Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $36.61 purchased by the Underwriters shall be $ 24.2125 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,850,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 877,500 additional shares of Option Stock. Such option is exercisable in In the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each exercise such option, each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 58.20 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Post Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 8,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,200,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 6.60675 per share. The Company shall not be obligated to deliver any of the Firm Stock or the Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Halcon Resources Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [·] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [·] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [·] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Palomar Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 25,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 25.335 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 16,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,400,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 53.00125 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Jarden Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [ ]1 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Zosano Pharma Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 7,850,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,150,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 11.28 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Puda Coal, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 - per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Delek US Holdings, Inc.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 2,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 300,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price (the “Purchase Price”) payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 30.08 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,800,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 570,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 [_____] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Radvision LTD

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 18,847,500 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,827,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 _____ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Group Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [______] shares of the Firm Stock to the several Underwriters, 8 Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the U.S. Underwriters an option to purchase up to 1,900,000 [______] shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same U.S. Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such U.S. Underwriters in Schedule 1 hereto. The respective purchase obligations of each U.S. Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 [_______] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Websidestory Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 13,100,000 26,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 46.44 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 38,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 5,700,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 4.90875 per share; provided, however, that 5,862,703 shares of Firm Stock to be sold to certain, directors, employees and shareholders of the Company shall be purchased by the Underwriters at the public offering price set forth in the Prospectus. The Company shall not be obligated to deliver any of the Firm Stock or the Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Halcon Resources Corp)

Purchase of the Stock by the Underwriters. (a) On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 13,100,000 1,550,000 shares of the Firm Underwritten Stock to the several Underwriters, and each of the Underwriters, severally and jointly, Underwriters agrees to purchase from the Company the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by the Company pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s the name of such Underwriter in Schedule I hereto. The respective purchase obligations hereto represents of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option the Underwritten Stock to be sold on purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such Delivery Date manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Firm the Underwritten Stock set forth specified in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.I.

Appears in 1 contract

Samples: Underwriting Agreement (Cfi Proservices Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 15,849,056 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,377,358 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 25.758 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Platform Specialty Products Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereofof this Agreement. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 attached hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 [ ] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trans1 Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,200,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 480,000 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 30.1625 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Indymac Bancorp Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants agreements of the Underwriters contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 39.36 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Stone Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [·] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [·] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [·] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Rally Software Development Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 29.712 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (PNM Resources Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [—] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [—] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [—] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (FusionStorm Global, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 6,364,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 954,600 shares of Option StockStock during the period specified in Section 5 hereof. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by to the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 _____ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Simple Technology Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 9,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The Company further directs the Underwriters to allocate an aggregate of 162,473 shares of the Firm Stock to the persons set forth in Schedule II hereto, in the amount set forth opposite such persons’ names. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,350,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company as set forth in Schedule IV hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 28.4633 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced Drainage Systems, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 1,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 225,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 74.7189 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (G Iii Apparel Group LTD /De/)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 450,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 23.86125 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Neoware Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 6,620,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 993,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 36.24 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $36.61 purchased by the Underwriters shall be $ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Douglas Emmett Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in In the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each exercise such option, each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 52.80 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Post Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 35,725,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Selling Stockholder grants to the Underwriters an option to purchase up to 3,409,091 shares of Option Stock, and the Company grants to the Underwriters an option to purchase up to 1,900,000 1,949,659 shares of Option Stock, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Any such election to purchase Option Stock shall be made initially with respect to the ARI Option Stock to be sold by the Selling Stockholder and then with respect to the Company Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 42.02 per share. The Neither the Company nor the Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [11,700,000] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In additionOn the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder grants to the Underwriters an option to purchase up to 1,900,000 [1,755,000] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [—] per share. The Company shall and the Selling Stockholder are not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Civitas Solutions, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 4,614,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 692,100 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 63.531 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Bucyrus International Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $36.61 purchased by the Underwriters shall be $ · per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (CCS Medical Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 825,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 14.57 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sequenom Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 2,000,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 1,900,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 4 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 19.35 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Offshore Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 2,600,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 390,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such the Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 23.625 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Mid Penn Bancorp Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [•] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [•] additional shares of Option Stock. Such option is exercisable in for the event that the Underwriters sell more sole purpose of covering sales of shares of Common Stock than in excess of the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [•] per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Tetraphase Pharmaceuticals Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, ----------------------------------------- representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 2,500,000 shares of the Firm Stock Stock, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 375,000 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 _____ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Network Peripherals Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 25,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 25.5352 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell 13,100,000 35,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to 1,900,000 5,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 6.72 per share. The Company Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Halcon Resources Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,676,471 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 551,470 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 31.96 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cardiovascular Systems Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 585,000 shares of Option Stock. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 22.44 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trico Marine Services Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 $ per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Applied Genetic Technologies Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 20,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,000,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 4.70 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Crimson Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,500,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 525,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 33.814 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Ormat Technologies, Inc.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [ ● ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [ ● ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock is $[ ● ] per share and the purchase price payable by the Underwriters for any Option Stock is $36.61 the price paid for the Firm Stock less an amount per shareshare equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (CPG Newco LLC)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 10,750,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,612,500 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 9.2635 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Entropic Communications Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 8,750,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,312,500 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 ______ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Stratos Lightwave Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 12,500,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,875,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 _____ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Birch Telecom Inc /Mo

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 525,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 11.00 per share; provided that the purchase price per share of Option Stock shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Five Oaks Investment Corp.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder hereby agrees to sell 13,100,000 3,048,780 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. determine In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 457,317 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased for the Representatives may determine) that bears account of the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm StockUnderwriters. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 [ ] per share. The Company and the Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Alliant Techsystems Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 6,200,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 930,000 shares of Option Stock. Such option (the “Option”) is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share lots. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 46.08 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Common Stock Underwriting Agreement (Houston Exploration Co)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 4,615,385 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 692,308 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 6.09375 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Ascent Solar Technologies, Inc.)

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Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 30,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. 1 To be revised if determined that no directed shares will be offered outside the United States. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 4,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 20.735 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Frank's International N.V.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,100,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Lxxxxx Brothers Inc. and Sxxxxxx Xxxxx Barney Inc. may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 765,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by Lxxxxx Brothers Inc. and Sxxxxxx Xxxxx Barney Inc. so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 27.84 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery Date, Date (as hereinafter defined) except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (New York Community Bancorp Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [ ] shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [ ] shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 4 hereofhereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $36.61 [ ] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Telecom Express Inc/ Ca)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [●] additional shares of Option Stock. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Digital Domain Media Group, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 14,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,145,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 23.6425 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Platform Specialty Products Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 47.6525 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Jarden Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 15,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 45.64875 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Jarden Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to 1,900,000 shares part or all of the Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 30.3975 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Atmos Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,770,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 865,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [·] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 an aggregate of 8,333,333 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,249,999 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (in each case subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock, as the case may be. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 11.40 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Blink Charging Co.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 4,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 645,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 32.90 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Tetraphase Pharmaceuticals Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [·] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [·] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [·] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,859,649 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 578,947 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 82.72125 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chesapeake Utilities Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 25,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 22.00275 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 17,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,550,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 5.984375 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [•] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Liposcience Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 [ ] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kohlberg Capital, LLC)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [__] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [__] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [__] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (NexImmune, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 [·] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Purchase of the Stock by the Underwriters. (a) On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 13,100,000 3,200,000 shares of the Firm Underwritten Stock to the several Underwriters, and each of the Underwriters, severally and jointly, Underwriters agrees to purchase from the Company the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the several Underwriters shall be $[ ] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by the Company and pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s the name of such Underwriter in Schedule I hereto. The respective purchase obligations hereto represents of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option the Underwritten Stock to be sold on purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such Delivery Date manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Firm the Underwritten Stock set forth specified in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.I.

Appears in 1 contract

Samples: Underwriting Agreement (Apropos Technology Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 3,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 450,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 33.60 per shareshare (which reflects the total underwriting discounts and commissions to be received by the Underwriters). The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Geo Group Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 26,750,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 4,012,500 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 28.15 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell 13,100,000 the number of shares of the Firm Stock set forth opposite its name in Schedule 1 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s its name in Schedule I 2 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Stock that represents the same proportion of the number of shares of the Stock to be sold by each Selling Stockholder as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule 2 hereto represents of the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, The price of the Company grants to the Underwriters an option to purchase up to 1,900,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable purchased by the Underwriters for both the Firm Stock and any Option Stock is shall be $36.61 20.70 per share. The Company Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such the Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 13,100,000 50,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 7,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 0.9025 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 1,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 150,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 78.31 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Palomar Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell 13,100,000 12,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to 1,900,000 1,800,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 60.14 per share. The Company Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 28,000,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 1,900,000 the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $36.61 purchased by the Underwriters shall be $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (In8bio, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [•] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may shall determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [•] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may shall determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [•] per share. The public offering price of the Stock is not in excess of the price recommended by X.X. Xxxxxx Securities LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Aveanna Healthcare Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants agreements of the Underwriters contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 13,100,000 7,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 1,050,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 7.56 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein. The Company hereby confirms its engagement of Tudor, Pickering, Xxxx & Co. Securities, Inc. (the “Independent Underwriter”) as, and the Independent Underwriter hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter” within the meaning of NASD Rule 2720(b)(15) of the Financial Industry Regulatory Authority, Inc. (“FINRA”) with respect to the offering and sale of the Stock. As compensation for the services of the Independent Underwriter acting in such capacity hereunder, the Company agrees to pay the Independent Underwriter $25,000 on the Initial Delivery Date (as defined below). The public offering price of the Firm Stock and the Option Stock, if any, is not in excess of the price recommended by the Independent Underwriter, acting as a “qualified independent underwriter” within the meaning of NASD Rule 2720 of the FINRA.

Appears in 1 contract

Samples: Underwriting Agreement (Stone Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 13,636,364 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,045,454 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 5.115 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (AST SpaceMobile, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 6,600,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determinedetermine with the consent of the Company (such consent not to be unreasonably delayed or withheld). In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 990,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 3.055 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock Stock, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Maxwell Technologies Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 22,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 3,300,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 17.11 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 6,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 975,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 9.165 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 15,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 58.5338 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 15,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 2,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $36.61 8.25 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Evergreen Solar Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [ ] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Endostim, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 [•] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 [•] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 [•] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pacira Pharmaceuticals, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 13,100,000 4,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to 1,900,000 675,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 4 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $36.61 35.0575 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond Foods Inc)

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