Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Shares set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Share shall be $[ ] per share.
Purchase, Sale and Delivery of Shares. The Company ------------------------------------- appoints the Underwriter the agent of the Company (and Group) for the period commencing on the date hereof until ( ), 1997, extended by the Company and the Underwriter by their mutual agreement for a period not to exceed an additional thirty (30) days (the "Offering Termination Date"), to use Underwriter's best efforts to offer and sell, on a best efforts, all or none basis, a minimum of 1,200,000 shares of Common Stock (of which the Company is offering 1,000,000 shares and Group is offering 200,000 shares) and Warrants to purchase a minimum of 1,200,000 shares of Common Stock, and a maximum of 1,600,000 shares of Common Stock (of which the Company is offering 1,400,000 shares and Group is offering 200,000 shares) and Warrants to purchase 1,600,000 shares of Common Stock at an offering price of $5.50 per share of Common Stock and $0.15 per Warrant. The shares of Common Stock and Warrants in excess of the Minimum Offering will be offered on a "best efforts" basis. The Underwriter shall have the right to engage participating broker-dealers pursuant to Section 7(d) hereof. The Underwriter hereby accepts such appointment and agrees pursuant to the terms and conditions set forth herein to use its best efforts to offer and sell the Common Stock and Warrants as agent for the Company (and Group) during the periods specified above, and to find purchasers for the Common Stock and Warrants. The Underwriter shall send, by noon of the next business day after receipt, each purchaser's payment for his Common Stock and/or Warrants to the Escrow Agent designated in the following paragraph. All subscription proceeds shall be deposited directly into a special account or Escrow Account ("Escrow Account") at SunTrust/South Florida, National Association (the "Escrow Agent"), subject to an escrow agreement in the form agreed by the Company, the Underwriter and the Escrow Agent. Purchasers shall be instructed to make their checks payable to "SunTrust Bank, Escrow Agent for Medley Credit Acceptance Corp." The Underwriter shall promptly give notice to the Company if and when the Minimum Offering has been sold, or upon the Underwriter's decision to terminate the offering for any breach of any term, condition, warranty or representation contained in this Agreement by the Company. If the Offering is terminated prior to the closing of the Minimum Offering, all subscriptions will be returned by the Escrow Agent to their respective subscr...
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties, and agreements contained herein, but subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, that number of Firm Shares set forth opposite the name of such Underwriter in Schedule A at the purchase price of $_____ per Share. At 9:00 a.m., eastern time, on the third full business day following the commencement of the initial public offering contemplated by this Agreement, or at such other time not later than five (5) full business days following the date of this Agreement, as the Representatives and the Company may agree, the Company will deliver to the Representatives through the facilities of The Depository Trust Company ("DTC"), or at the offices of Advest, Inc., One World Financial Center, 000 Xxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, or such other location as specified by the Representatives, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by them, against payment in New York, New York, or such other location agreed upon by the parties, of the purchase price therefor in next day funds payable to the order of the Company for Firm Shares. Such time of delivery and payment is referred to in this Agreement as the "First Closing Date." The certificates for Firm Shares to be so delivered shall be in definitive form and shall be registered in such names and in such denominations as the Representatives shall request by written notice to the Company at least two business days prior to the First Closing Date. The Company agrees to make such certificates available for inspection at least twenty-four (24) hours prior to the First Closing Date at the offices of the DTC, or its designated custodian, or at any other location designated by the Representatives. In addition, on the basis of the representations, warranties, and agreements contained herein, but subject to the terms and conditions set forth herein, the Company hereby grants to the several Underwriters an option to purchase, severally and not jointly, from the Company up to 300,000 Optional Shares in the same proportion as the number of shares set forth opposite their names on Schedule A bears to the total number of Firm Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any over-allotments made by the Underwr...
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Clos...
Purchase, Sale and Delivery of Shares. (a) At-the-Market Sales. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell through the Agent as sales agent, and the Agent agrees to use its commercially reasonable efforts to sell for and on behalf of the Company, the Shares on the following terms and conditions; provided, however, that any obligation of the Agent to use such commercially reasonable efforts shall be subject to the continuing accuracy of the representations and warranties of the Company herein, the performance by the Company of its covenants and obligations hereunder and the continuing satisfaction of the additional conditions specified in Section 4 of this Agreement. The Company acknowledges and agrees that (i) there can be no assurance that the Agent will be successful in selling Shares, and (ii) the Agent will incur no liability or obligation to the Company or any other person or entity if it does not sell Shares for any reason other than a failure by the Agent to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell such Shares as required under this Section 2.
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, Firm Shares from the Company and the respective number of Firm Shares set forth opposite the names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to , the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the ...
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Shares to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite such Underwriter’s name on Schedule I hereto. The purchase price for each Firm Share shall be $2.3625 per share (the “Per Share Price”).
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Underwritten Shares to the Underwriter, and the Underwriter agrees to purchase the Underwritten Shares. The purchase price for each Underwritten Share shall be $_______ per share (the “Per Share Price”).
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters identified in SCHEDULE I annexed hereto _________ Firm Shares, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company the number of Firm Shares as hereinafter set forth at the price per share of $__________. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full Firm Shares which (as nearly as practicable in full shares as determined by the Representatives) bears the same proportion to the number of Firm Shares to be sold by the Company as the number of shares set forth opposite the name of such Underwriter in SCHEDULE I annexed hereto bears to the total number of Firm Shares to be purchased by all of the Underwriters under this Agreement.
Purchase, Sale and Delivery of Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm Units to the several Underwriters, and the several Underwriters agree, severally and not jointly, to purchase the Firm Units set forth opposite the names of the Underwriters in Schedule I hereto. The purchase price for each Firm Unit shall be $5.01 per Firm Unit (91% of the public offering price for each Firm Unit) which purchase price will be allocated as $[●] per Firm Share, $[0.01] per Firm Tradeable Warrant and $[0.01] per Firm Non-tradeable Warrant.
