Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share). (b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus. (c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. (d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell to the several Underwriters the Firm Shares, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by J.C. ▇▇▇▇▇▇▇▇ & ▇▇. ("▇▇▇▇▇▇▇▇") ▇▇▇ing written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five four full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the publicUnderwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of immediately available funds to the order of the Company, at the offices of Bradford, 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as disclosed in may be agreed upon by Bradford and the ProspectusCompany, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed becomes effective, or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other time not later than the seventh full business day thereafter as the UnderwriterRepresentatives and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in its sole judgmentdefinitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as Brad▇▇▇▇ ▇▇▇ ▇▇▇uest not less than 48 hours prior to the First Closing Date or the Option Closing Date, has determined as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by Bradford, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is advisable and practicable.understood that Brad▇▇▇▇ ▇▇▇ (▇▇t shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby and the Selling Shareholders agree, as provided in the introductory paragraph, to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $___________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. Each of the Underwriters agrees that the "Price to Public" set forth on the cover page of the Final Prospectus will be $___________ per share.
(b) The Company also grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by the Representatives giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Shareholders to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor by certified, official bank or New York Clearing House funds check payable in next day funds to the order of the Company that and the Underwriter intends to offer custodian for sale to the publicSelling Shareholders at the offices of J.C. ▇▇▇▇▇▇▇▇ & ▇o. ("Bradford"), 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as disclosed in may be agreed upon by Bradford and the ProspectusCompany, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed becomes effective, or at such other time not later than the seventh full business day thereafter as the UnderwriterRepresentatives and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company and the custodian for the Selling Shareholders on the Option Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as Brad▇▇▇▇ ▇▇▇ ▇▇▇uest not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that the Representatives may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter Company agrees to purchase from issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree, severally and not jointly, to purchase in the percentages set forth in Schedule C hereto, all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing Excess Unsubscribed Shares at a public offering price of $[___.___] 5.00 per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, contained and upon not less than two business days' notice from the terms but subject Underwriters, for a period of 20 days after the Expiration Date, Safeguard, Xerox and ▇▇▇▇▇▇▇▇ agree to sell to the conditions herein set forth, the Company hereby grants an option Underwriters all or part of up to the Underwriter to purchase from the Company 640,000 Option Shares at the a purchase price of $5.00 per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in sole purpose of covering any over-allotments that may be made in connection with the sale offering and distribution of the Firm Sharesshares of Common Stock. The Underwriters may exercise their option granted hereunder may be exercised in whole to purchase all or in part and at any time or from time to time upon notice by portion of the Underwriter to the Company, which notice may be given at any time within 30 days Option Shares from the date of this Agreement. Each such notice shall set forth (i) Company up to two times, provided that the aggregate number of Overallotment Option -------- Shares purchased by the Underwriters shall not exceed 640,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over- allotments that may be made in connection with the offering and distribution of the shares of Common Stock. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
(c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer payable to which or upon the Underwriter is exercising order of the optionCompany and the Selling Stockholders at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated at ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (iiin form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names and denominations as the Underwriters may request in which writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Excess Unsubscribed Shares and the Overallotment Option Shares). Each such time and date of delivery, if subsequent any, shall be made available to the First Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, is called an “Option Closing Date” and shall be determined by as the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter case may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companybe.
(d) Public Offering Delivery of certificates representing the shares of Common Stock to be sold pursuant to the exercise of the Common Shares. The Underwriter hereby advises Rights, and the payment of the subscription price therefor to the Company that and the Underwriter intends to offer for sale Selling Stockholders shall be made at the Closing on the Closing Date pursuant to the publicRights Agent Agreement, as disclosed in irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableUnderwriters at such Closing.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby and the Selling Stockholders agree, as provided in the introductory paragraph, to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $__.___ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof.
(b) The Company also grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter Underwriters by the Representatives giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used solely in for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior to its expiration by giving written notice of such cancellation to the Company"Option Closing Date.
(d) Public Offering " Upon exercise of the Common Shares. The Underwriter hereby advises option, the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.shall become obligated to
Appears in 1 contract
Sources: Underwriting Agreement (Ultrak Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby and the Selling Stockholder agree severally and not jointly to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $_________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company also grants to the Underwriters an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter purchase, solely for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereunder hereby may be exercised in whole as to all or in any part and at any time or from time to time upon notice by of the Underwriter to the Company, which notice may be given Option Shares at any time within 30 days from after the date the Registration Statement becomes effective (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading). The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of this Agreementsuch option. Each The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or by telephone (confirmed in writing) to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to in such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered used for the purpose of covering over-allotments in connection with the distribution and (iii) sale of the time, date and place at which Firm Shares. If such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, notice is given prior to the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 10 full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Second Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the CompanyUnderwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Stockholder to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check payable in New York Clearing House (next day) funds, to the order of the Company that or the Underwriter intends to offer for sale Selling Stockholder, as the case may be, at the offices of ▇. ▇. ▇▇▇▇▇▇▇▇ & Co. ("Bradford"), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as may be agreed upon by Bradford, the Company and the Selling Stockholder, at 10:00 A.M., Nashville, Tennessee time, on the third (or if the Firm Shares are priced, as contemplated by rule 15c6-1(c), promulgated pursuant to the publicExchange Act, as disclosed in the Prospectusafter 4:30 P.M., Washington, D.C. time, the Shares as soon fourth) full business day after this Agreement has been executed becomes effective, or at such other time thereafter as the UnderwriterRepresentatives, the Company and the Selling Stockholder may mutually determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Second Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Second Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as ▇▇▇▇▇▇▇▇ ▇▇▇ request not less than 48 hours prior to the First Closing Date or the Second Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location as may be designated by you, at least 24 hours prior to the First Closing Date or the Second Closing Date, as the case may be. It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Pomeroy Computer Resources Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell to the several Underwriters the Firm Shares, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto. The Underwriters agree to offer the Firm Shares to the public on the terms set forth in the Final Prospectus under the caption "Underwriting."
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by the Representative giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five four full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(c) The Company shall not be obligated to deliver any of the Shares to be delivered on the First Closing Date or on the Option Closing Date, as the case may be, except upon payment for all the Shares to be purchased on such Closing Date, as provided herein.
(d) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company to the Representative for the account of each Underwriter hereby advises against payment by each such Underwriter or on its behalf of the purchase price therefor by wire transfer of federal or other immediately available funds to the order of the Company that at an account previously designated by the Underwriter intends to offer for sale to Company, at the publicoffices of the Representative, 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as disclosed in may be agreed upon by the ProspectusRepresentative and the Company, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.at 10:00 A.M.,
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter Company agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter sell to the Company shall be $[___.___] per share (representing Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a public offering price of $[___.___] 10.2125 per share, less an underwriting discount the number of $[_.___] per share)Firm Shares (including the associated Rights) set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) The First Closing Date. Delivery of Payment for the Firm Shares (including the associated Rights) to be purchased by the Underwriter and payment therefor shall sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 9:00 10:00 a.m., New York City time, on [___], 2005 the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter shall designate by notice to Representatives and the Company (the shall agree upon, such time and date of such delivery for the Firm Shares are called being herein referred to as the “First Closing Date”). The Company hereby acknowledges that circumstances under .” As used herein, “business day” means a day on which the Underwriter may provide notice New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectusbe closed.
(c) The Option Closing Date. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase from the Company Option Shares (including the associated Rights) at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesas set forth in paragraph (a) of this Section 2. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder hereby may be exercised at any time and from time to time, in whole or in part and at any time or from time to time upon notice by the Underwriter to the Companypart, which notice may be given at any time within 30 days from after the date of this Agreement. Each such , upon written notice shall set by the Representatives, on behalf of the several Underwriters, to the Company setting forth (i) the aggregate number of Overallotment Option Shares (including the associated Rights) as to which the Underwriter is several Underwriters are exercising the option, (ii) option and the names time and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will are to be delivered (which delivered. The time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of at which certificates for Option Shares (including the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent associated Rights) are to the First Closing Date, is called an “Option Closing Date” and be delivered shall be determined by the Underwriter and Representatives but shall not be earlier than three nor later than five 10 full business days after delivery the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exerciseexercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representatives in such manner as to avoid fractional shares. The option with respect to the Option Shares (including the associated Rights) granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares (including the associated Rights) by the Underwriters. The Representatives, on behalf of the several Underwriters, may cancel the such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
. To the extent, if any, that the option is exercised, payment for the Option Shares (dincluding the associated Rights) Public Offering shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableCompany.
Appears in 1 contract
Sources: Equity Underwriting Agreement (Orient Express Hotels LTD)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby agrees to sell to the Underwriters 2,250,000 Firm Shares; each of the Selling Shareholders agrees to sell to the Underwriters the number of Firm Shares set forth opposite such Selling Shareholder's name in Schedule II hereto; and each of the Underwriters severally and not jointly, agrees to purchase at a purchase price of $_____ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company also grants to the Underwriters an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter purchase, solely for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereunder hereby may be exercised in whole as to all or in any part and at any time or from time to time upon notice by of the Underwriter to the Company, which notice may be given Option Shares at any time within 30 days from after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of this Agreementsuch option. Each The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to in such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered used for the purpose of covering over-allotments in connection with the distribution and (iii) sale of the time, date and place at which Firm Shares. If such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, notice is given prior to the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in same day funds by wire transfer to an account designated by the Company against delivery of certificates therefor at the offices of ▇.▇. ▇▇▇▇▇▇▇▇ & Co., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such notice of exercise. The Underwriter may cancel other place as you, the option at any time prior to its expiration by giving written notice of such cancellation to Company and the CompanyAttorneys-in-Fact shall agree upon.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Shareholders to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor, in same day funds by wire transfer to the respective accounts designated by the Company that or the Underwriter intends to offer for sale to the publicSelling Shareholders, as disclosed in the Prospectuscase may be, at the Shares offices of ▇. ▇. ▇▇▇▇▇▇▇▇ & Co., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicablemay be agreed upon by ▇.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company and the Selling Shareholder hereby grants grant to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the sale of Firm Shares, all or any portion of the Option Shares, consisting of 100,000 shares by the Company and 50,000 shares by the Selling Shareholder, at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by giving written notice to the Company and the Selling Shareholder setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five four full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company and the Selling Shareholder shall become obligated to its expiration by giving written notice of such cancellation sell to the CompanyUnderwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company and the Selling Shareholder, severally and not jointly, the number of Option Shares specified in such notice. In the event the Underwriters elect to purchase less than the full amount of the Option Shares, the Underwriters shall purchase the first 50,000 Option Shares from the Selling Shareholder.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the publicUnderwriters for the account of such Underwriters against payment by such Underwriters or on their behalf of the purchase price therefor by certified or official bank check or checks in next day funds to the order of the Company, at the offices of J. C. ▇▇▇▇▇▇▇▇ & ▇o., L.L.C. ("Bradford"), 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as disclosed in may be agreed upon by Bradford and the ProspectusCompany, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed as the Underwriterbecomes effective, in its sole judgment, has determined is advisable and practicable.or,
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter Company agrees to purchase from issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree severally and not jointly to purchase in the percentages set forth in Schedule B hereto, all of the Firm Shares. The purchase Excess Unsubscribed Shares at a price per Firm Share to be paid by the Underwriter to the Company shall be of $[___.___] per share (representing a public offering price of $[___.___] _ per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, contained and upon not less than two business days' notice from the terms but subject to Underwriters, for a period of 20 days after the conditions herein set forthExpiration Date, the Company hereby grants an option agrees to sell to the Underwriter Underwriters all or part of up to purchase from the Company 310,000 Option Shares at the a purchase price of $_____ per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in sole purpose of covering any over-allotments that may be made in connection with the sale offering and distribution of the Firm shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option granted hereunder may be exercised in whole to purchase all or in part and at any time or from time to time upon notice by portion of the Underwriter to the Company, which notice may be given at any time within 30 days Option Shares from the date of this Agreement. Each such notice shall set forth (i) Company up to two times, provided -------- that the aggregate number of Overallotment Option Shares purchased by the Underwriters shall not exceed 310,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
(c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to which or upon the Underwriter is exercising order of the optionCompany and the Selling Stockholders at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (iiin form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names and denominations as the Underwriters may request in which writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Excess Unsubscribed Shares and the Overallotment Option Shares). Each such time and date of delivery, if subsequent any, shall be made available to the First Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, is called an “Option Closing Date” and shall be determined by as the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter case may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companybe.
(d) Public Offering Delivery of certificates representing the shares of Class A Common Stock to be sold pursuant to the exercise of the Common Shares. The Underwriter hereby advises Rights, and the payment of the subscription price therefor to the Company that and the Underwriter intends to offer for sale Selling Stockholders, shall be made at the Closing on the Closing Date pursuant to the publicRights Agent Agreement, as disclosed in irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableUnderwriters at such Closing.
Appears in 1 contract
Sources: Standby Underwriting Agreement (Diamond Technology Partners Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter Company agrees to sell an aggregate of 1,000,000 Firm Shares and the Selling Stockholders severally agree to sell an aggregate of 600,000 Firm Shares to the Underwriters in the respective amounts set forth in Schedule II, and the Underwriters, severally and not jointly, agree to purchase from the Company all of and such Selling Stockholders, at the Firm Shares. The purchase price per share set forth below, the number of Firm Share Shares set forth in Schedule I opposite the name of such Underwriter, subject to be paid by such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Company shall be $[___.___] per share (representing a public offering price provisions of $[___.___] per share, less an underwriting discount of $[_.___] per share)Section 12 hereof.
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements agreements, herein contained, and upon the terms but subject to the other terms and conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase from up to an additional 120,000 Option Shares and the Company Selling Stockholder so listed in Schedule II hereby grants an option to the Underwriters to purchase up to an additional 120,000 Option Shares, each Option Share to be purchased at the same purchase price per share set forth below to be paid by the Underwriter Underwriters to the Company for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option options granted hereunder hereby will expire 30 days after the effective date of this Agreement and may be exercised in whole or in part and at any time or from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 30 days from Company and the date of this Agreement. Each such notice shall set Selling Stockholder setting forth (i) the aggregate number of Overallotment Option Shares as to which the Underwriter is several Underwriters are then exercising the option, (ii) the names option and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of payment and delivery for such Option Shares. Option Shares shall be sold by the Company and the Selling Stockholder in the ratio of one to one, subject to such adjustment as the Representative in its discretion shall make to eliminate any sale or purchase of fractional shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than three full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company and such Selling Stockholder. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Shares shall be delivered unless the Firm Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
(c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of Arno▇▇ & ▇ort▇▇, ▇▇9 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) three (3) days after the Effective Date or at such other time and date as shall be agreed upon by the Representative, the Company, and the Attorney-in-Fact (the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates by the Custodian on behalf of the Selling Stockholder for, such Option Shares shall be made at the above mentioned office of Arno▇▇ & ▇ort▇▇ ▇▇ at such other place as shall be agreed upon by the Representative, the Company and the Attorney-in-Fact, on each Option Closing Date as specified in the notice from the Representative to the Company and the Attorney-in-Fact. Delivery by the Company and the Custodian of the certificates for the Firm Shares and the Overallotment Option Shares). Each such time and date of delivery, if subsequent any, shall be made to the First Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares and the Option Shares, if any, to the order of the Company or the applicable Selling Stockholder, as the case may be, in immediately available funds. Certificates for the Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representative may request in writing at least two (2) business days prior to Closing Date or the relevant Option Closing Date, is called an “as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date” , as the case may be. The purchase price per Share to be paid by each of the Underwriters, severally and not jointly, to the Company and the Selling Stockholders for the Shares purchased hereunder will be the same for each Share and will be $[_____] per share. Neither the Company nor the Selling Stockholders shall be determined obligated to sell any Shares hereunder unless all Firm Shares to be sold by the Underwriter Company and shall not be earlier than three nor later than five full business days after delivery of such notice of exercisethe Selling Stockholders are purchased and paid for hereunder. The Underwriter may cancel In accordance with the option at any time prior terms hereof, the Company and the Selling Stockholders agree to its expiration by giving written notice of such cancellation issue and sell, against payment therefor, the Firm Shares to the CompanyUnderwriters.
(d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter agrees Company and the Selling Shareholders severally agree to issue and/or sell to the Underwriters the number of Firm Shares set forth opposite their respective names on Schedule II at a purchase price of $ per share, and the Underwriters agree, severally and not jointly, to purchase from the Company all and the Selling Shareholders, at such purchase price, the number of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, set forth opposite such Underwriter’s name on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing DateSchedule I hereto. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company Mr. ▇▇▇▇▇▇ ▇▇▇▇▇▇ hereby grants an to the several Underwriters the option to purchase, severally and not jointly, all or a portion of the Underwriter Additional Shares as may be necessary to purchase from cover over-allotments made in connection with the Company offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Shareholders for the Firm Shares. This option may be exercised by you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date hereof, by written notice to the Company and ▇▇. ▇▇▇▇▇▇. Such notice shall set forth the aggregate number of Additional Shares, as to which the option is being exercised and the date and time when such Additional Shares are to be delivered (such date and time being herein referred to as an “Additional Closing Date”); provided, however, that the Additional Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine necessary to eliminate fractional shares).
(b) Payment of the purchase price for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may shall be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such notice shall set forth made (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of Company by wire transfer in same-day funds against delivery of the certificates for the Firm Shares sold by the Company to you through the facilities of the Depository Trust Company (“DTC”) for the respective accounts of the Underwriters and (ii) to the Selling Shareholders by wire transfer in same-day funds against delivery of the certificates for the Firm Shares sold by each such Selling Shareholder to you. Such payment and delivery shall be made at 9:00 A.M. (New York time) on August 16, 2005 (unless another time shall be agreed to by you and the Overallotment Shares). Each Company or unless postponed in accordance with the provisions of Section 11 hereof) (such time and date of deliverypayment and delivery being herein called the “Closing Date”). As used herein, if subsequent the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York, New York. Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two (2) full Business Days prior to the First Closing Date, is called an “Option . The Company will permit you to examine and package such certificates for delivery at least one (1) full Business Day prior to the Closing Date” and . Payment of the purchase price for the Additional Shares shall be determined made on the Additional Closing Date in the same manner at the same office as the payment for the Firm Shares sold by ▇▇. ▇▇▇▇▇▇. Certificates for the Underwriter Additional Shares shall be delivered to you in definitive form, registered in such names and in such denominations as you shall not be earlier than three nor specify no later than five the second business day preceding the Additional Closing Date. For the purpose of expediting the checking and packaging of the certificates for the Additional Shares by you, ▇▇. ▇▇▇▇▇▇ agrees to make such certificates available to you for such purpose at least one full business days after delivery of such notice of exercise. The Underwriter may cancel day preceding the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyAdditional Closing Date.
(d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees several commitments of the Underwriters to issue and sell purchase the Underwritten Securities pursuant to the Underwriter the Firm Shares upon the terms herein set forth. On applicable Terms Agreement shall be deemed to have been made on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but shall be subject to the terms and conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants may grant, if so provided in the applicable Terms Agreement relating to the Initial Underwritten Securities, an option to the Underwriter Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company number of Option Securities set forth therein at the purchase same price per share Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of days as may be paid by specified in the Underwriter for applicable Terms Agreement after the Firm Shares Representation Date relating to the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale Initial Underwritten Securities, and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Underwriter you to the Company, which notice may be given at any time within 30 days from Company setting forth the date of this Agreement. Each such notice shall set forth (i) the aggregate number of Overallotment Shares Option Securities as to which the Underwriter is several Underwriters are then exercising the option, (ii) the names option and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which of payment and delivery for such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in Option Securities. Any such case the term “First Closing Date” shall refer to the time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities.
(c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the ▇▇▇▇ ▇▇▇) (unless postponed in accordance with the provisions of Section 9) specified in the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Firm Shares and Underwritten Securities to you, through the Overallotment Shares). Each such time and date facilities of deliverythe Depository Trust Company, if subsequent applicable, for the respective accounts of the Underwriters for the Underwritten Securities to be purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to the First applicable Closing DateTime or Date of Delivery, is called an “Option Closing Date” and shall be determined by as the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercisecase may be. The Underwriter Underwritten Securities, which may cancel be in temporary form, will be made available for examination and packaging by you on or before the option at any time first business day prior to its expiration by giving written notice the Closing Time or Date of such cancellation to Delivery, as the Companycase may be.
(d) Public Offering If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Exhibit B hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of the Common SharesUnderwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. The Underwriter hereby advises Any Delayed Delivery Contracts are to be with institutional investors of the Company that the Underwriter intends to offer for sale to the public, as disclosed types described in the Prospectus. At the Closing Time, the Shares Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as soon after this provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement has been executed shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the UnderwriterCompany; provided, in its sole judgmenthowever, has determined is advisable and practicablethat the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The On the terms and subject to the conditions of this Agreement, the Company agrees to issue and sell to the Underwriter at the Firm Shares upon closing (the terms herein set forth. On the basis of the representations, warranties and agreements herein contained"Closing"), and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all at the Closing, the Firm Shares for a price of $____ per share. The Closing shall be on the date which is the third business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter and the Company shall agree upon, such time and date being herein referred to as the "Closing Date."
(b) The Company hereby grants to the Underwriter an option (the "Option") to purchase the Option Shares at the same price per share as the price for the Firm Shares. The purchase price per Firm Share Underwriter may at any time within 30 days after the date of this Agreement (the "Option Period") exercise the Option only to be paid by cover over-allotments in the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”)Underwriter. The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon during the Option Period by giving written notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such The notice shall set forth (i) the aggregate number of Overallotment Option Shares as to which the Underwriter is exercising the option, (ii) Option and the names time and denominations in date at which the certificates for the Overallotment such shares are to be delivered. The time and date at which Option Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date” and shall be determined by the Underwriter and but shall not be earlier than three two nor later than five full ten business days after delivery the exercise of the Option, nor in any event prior to the Closing Date (each such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the Option is two or more days before the Closing Date, the notice of exercise. The Underwriter may cancel exercise shall set the option at any time prior to its expiration by giving written notice of such cancellation to Closing Date as the CompanyOption Closing Date.
(dc) Public Offering of The Firm Shares and the Common Option Shares, if any, shall be registered in such names and in such denominations as the Underwriter shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Underwriter hereby advises Firm Shares and the Company that Option Shares shall be delivered to the Underwriter intends to offer for sale to on the publicClosing Date or an Option Closing Date, as disclosed in the Prospectuscase may be, for the Shares as soon after this Agreement has been executed as account of the Underwriter, with any transfer taxes payable in its sole judgmentconnection with the transfer of the Underwriter's Shares to the Underwriter duly paid, has determined is advisable and practicableagainst payment of the purchase price therefor in same day funds.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell to the several Underwriters the Firm Shares, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in SCHEDULE I hereto.
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by the Representatives giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five four full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in SCHEDULE I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the publicUnderwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of immediately available funds to the order of the Company, as disclosed in at the Prospectusoffices of J.C. Bradford & Co., L.L.C., 330 Commerce Street, Nashville, Tenne▇▇▇▇ ▇▇▇▇▇, ▇r at such other place ▇▇ ▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ves, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed becomes effective, or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other time not later than the seventh full business day thereafter as the UnderwriterRepresentatives and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as the Representatives may request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by you, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that the Representatives may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. a. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby and the Selling Stockholders agree to sell to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $________ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
b. The Company grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after delivery the date of such notice of exercisenotice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter may cancel shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
c. Certificates in definitive form for the option at any time prior Firm Shares which each Underwriter has agreed to its expiration purchase hereunder shall be delivered by giving written notice or on behalf of the Company and the Selling Stockholders to the Underwriters for the account of such cancellation Underwriters against payment by such Underwriters or on their behalf of the purchase price therefor by same day funds to the Company.
(d) Public Offering order of the Common Shares. The Underwriter hereby advises 12 13 Company, at the Company that offices of Tuck▇▇ ▇▇▇▇▇▇▇ Incorporated ("Tuck▇▇ ▇▇▇▇▇▇▇"), One ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon by Tuck▇▇ ▇▇▇▇▇▇▇ ▇▇▇ the Underwriter intends to offer for sale to Company, at 10:00 A.M., Boston time, on the public, as disclosed in the Prospectus, the Shares as soon third full business day after this Agreement has been executed becomes effective, such time of delivery against payment being herein referred to as the Underwriter"First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date against payment by such Underwriter or on its behalf of the purchase price in the manner set forth above. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as Tuck▇▇ ▇▇▇▇▇▇▇ ▇▇▇ request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by the Underwriters, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that an Underwriter may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Litchfield Financial Corp /Ma)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter Company agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter sell to the Company shall be $[___.___] per share (representing Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a public offering price of $[___.___] 9.50 per share, less an underwriting discount the number of $[_.___] per share)Firm Shares (including the associated Rights) set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) The First Closing Date. Delivery of Payment for the Firm Shares (including the associated Rights) to be purchased by the Underwriter and payment therefor shall sold hereunder is to be made in Federal (same day) funds against delivery of certificates therefor to the Representatives for the several accounts of the Underwriters. Such payment and delivery are to be made through the facilities of The Depository Trust Company, New York, New York at 9:00 10:00 a.m., New York City time, on [___], 2005 the fourth business day after the date of this Agreement or at such other time and date not later than five business days thereafter as the Underwriter shall designate by notice to Representatives and the Company (the shall agree upon, such time and date of such delivery for the Firm Shares are called being herein referred to as the “First Closing Date”). The Company hereby acknowledges that circumstances under .” As used herein, “business day” means a day on which the Underwriter may provide notice New York Stock Exchange is open for trading and on which banks in New York are open for business and are not permitted by law or executive order to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectusbe closed.
(c) The Option Closing Date. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase from the Company Option Shares (including the associated Rights) at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesas set forth in paragraph (a) of this Section 2. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder hereby may be exercised at any time and from time to time, in whole or in part and at any time or from time to time upon notice by the Underwriter to the Companypart, which notice may be given at any time within 30 days from after the date of this Agreement. Each such , upon written notice shall set by the Representatives, on behalf of the several Underwriters, to the Company setting forth (i) the aggregate number of Overallotment Option Shares (including the associated Rights) as to which the Underwriter is several Underwriters are exercising the option, (ii) option and the names time and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will are to be delivered (which delivered. The time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of at which certificates for Option Shares (including the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent associated Rights) are to the First Closing Date, is called an “Option Closing Date” and be delivered shall be determined by the Underwriter and Representatives but shall not be earlier than three nor later than five 10 full business days after delivery the exercise of such option, nor in any event prior to the Closing Date (each such time and date being herein referred to as an “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Date, the notice of exerciseexercise shall set the Closing Date as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same proportion to the total number of Option Shares being purchased as the number of Firm Shares being purchased by such Underwriter bears to the total number of Firm Shares, adjusted by the Representatives in such manner as to avoid fractional shares. The option with respect to the Option Shares (including the associated Rights) granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares (including the associated Rights) by the Underwriters. The Representatives, on behalf of the several Underwriters, may cancel the such option at any time prior to its expiration by giving written notice of such cancellation to the Company.
. To the extent, if any, that the option is exercised, payment for the Option Shares (dincluding the associated Rights) Public Offering shall be made on the Option Closing Date in Federal (same day funds) through the facilities of The Depository Trust Company in New York, New York drawn to the order of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableCompany.
Appears in 1 contract
Sources: Equity Underwriting Agreement (Orient Express Hotels LTD)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company agrees to sell 1,500,000 shares of Common Stock and the Selling Shareholders agree to sell the number of shares of Common Stock as set forth opposite each such Selling Shareholder's name on Schedule I hereto to each of the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto. The Underwriters agree to offer the Firm Shares to the public as set forth in the Final Prospectus.
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in several Underwriters by the Representatives giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent given prior to the First Closing Date, is called an “Option the date set forth therein for such delivery and payment shall not be earlier than two full business days thereafter or the First Closing Date” , whichever occurs later. If such notice is given on or after the First Closing Date, the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the CompanyUnderwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the several Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Shareholders to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor by certified or official bank check or checks in New York Clearing House (next day) funds to the order of the Company that and the Underwriter intends to offer for sale to Selling Shareholders, at the publicoffices of J.C. ▇▇▇▇▇▇▇▇ & Co., L.L.C., 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as disclosed in may be agreed upon by the ProspectusUnderwriters, the Shares as soon Company and the Selling Shareholders, at 10:00 A.M., Nashville time, on the third full business day after this Agreement has been executed becomes effective, or, at the election of the Representatives, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 p.m. Eastern time, or at such other time not later than the seventh full business day thereafter as the UnderwriterUnderwriters and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered on the Option Closing Date. The certificates in definitive form for the Shares so to be delivered will be in good delivery form and in such denominations and registered in such names as the Underwriters request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by you, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that you may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby and the Selling Shareholders, as set forth on Schedule I, agree to sell to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $__.__ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, plus such ----------- additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 9 hereof. ---------
(b) The Company also grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time (but only once) within 30 days after the date the Registration Statement becomes effective. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule II hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Shareholders to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor by certified, official bank check or checks payable in same day funds to the order of the Company that and the Underwriter intends to offer custodian for sale to the publicSelling Shareholders at the offices of ▇.▇. ▇▇▇▇▇▇▇▇ & Co. ("Bradford"), ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as disclosed in may be agreed upon by Bradford and the ProspectusCompany, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed becomes effective, or at such other time not later than the seventh full business day thereafter as the UnderwriterRepresentatives and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as ▇▇▇▇▇▇▇▇ ▇▇▇ request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location designated by Bradford, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that ▇▇▇▇▇▇▇▇ ▇▇▇ (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Acsys Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter Company agrees to purchase from issue and the Company and the Selling Stockholders agree, severally and not jointly, to sell to the Underwriters, and the Underwriters agree severally and not jointly to purchase in the percentages set forth in Schedule B hereto, all of the Firm Shares. The purchase Excess Unsubscribed Shares at a price per Firm Share to be paid by the Underwriter to the Company shall be of $[___.___] per share (representing a public offering price of $[___.___] _ per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, contained and upon not less than two business days' notice from the terms but subject to Underwriters, for a period of 20 days after the conditions herein set forthExpiration Date, the Company hereby grants an option agrees to sell to the Underwriter Underwriters all or part of up to purchase from the Company 320,000 Option Shares at the a purchase price of $_____ per share to be paid by the Underwriter for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in sole purpose of covering any over-allotments that may be made in connection with the sale offering and distribution of the Firm shares of Class A Common Stock and/or Excess Unsubscribed Shares. The Underwriters may exercise their option granted hereunder may be exercised in whole to purchase all or in part and at any time or from time to time upon notice by portion of the Underwriter to the Company, which notice may be given at any time within 30 days Option Shares from the date of this Agreement. Each such notice shall set forth (i) Company up to two times, provided -------- that the aggregate number of Overallotment Option Shares purchased by the Underwriters shall not exceed 320,000. Delivery of the Option Shares shall be made concurrently with payment therefor. Option Shares may be purchased by the Underwriters only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the shares of Class A Common Stock and/or the Excess Unsubscribed Shares. No Option Shares shall be delivered unless the Excess Unsubscribed Shares (if any are purchased by the Underwriters) shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
(c) Payment of the respective aggregate purchase prices of the Excess Unsubscribed Shares purchased from the Company and the Selling Stockholders shall be made by the Underwriters on the Closing Date by wire transfer in same day funds, payable to which or upon the Underwriter is exercising order of the optionCompany and the Selling Stockholders at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Incorporated, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by the Underwriters and the Company, upon delivery of certificates (iiin form and substance satisfactory to the Underwriters) representing the Excess Unsubscribed Shares to the Underwriters. Delivery and payment for the Excess Unsubscribed Shares shall be made at the Closing. In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, such Option Shares shall be made at the above mentioned office or at such other place as shall be agreed upon by the Underwriters and the Company, on each Option Closing Date as specified in the notice from the Underwriters to the Company. Certificates for the Excess Unsubscribed Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names and denominations as the Underwriters may request in which writing at least two business days prior to the Closing Date or the relevant Option Closing Date, as the case may be. The certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Excess Unsubscribed Shares and the Overallotment Option Shares). Each such time and date of delivery, if subsequent any, shall be made available to the First Underwriters at such office or such other place as the Underwriters may designate for inspection, checking and packaging not later than 9:30 a.m., New York City time, on the last business day prior to the Closing Date or the relevant Option Closing Date, is called an “Option Closing Date” and shall be determined by as the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. The Underwriter case may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Companybe.
(d) Public Offering Delivery of certificates representing the shares of Class A Common Stock to be sold pursuant to the exercise of the Common Shares. The Underwriter hereby advises Rights, and the payment of the subscription price therefor to the Company that and the Underwriter intends to offer for sale Selling Stockholders, shall be made at the Closing on the Closing Date pursuant to the publicRights Agent Agreement, as disclosed in irrespective of whether or not any Excess Unsubscribed Shares are to be purchased by the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableUnderwriters at such Closing.
Appears in 1 contract
Sources: Standby Underwriting Agreement (Diamond Technology Partners Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The On the basis of the representations, warranties, covenants and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements herein containedeach Underwriter, and upon the terms but subject to the conditions herein set fortheach Underwriter agrees, the Underwriter agrees severally and not jointly, to purchase from the Company all of the Firm Shares. The Company, at a purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] 6.615 per share, less an underwriting discount the number of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, set forth opposite such Underwriter’s name on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing DateSchedule I hereto. In addition, on the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, (i) the Company hereby grants an to the several Underwriters the option to the Underwriter to purchase purchase, severally and not jointly, from the Company Company, all or a portion of the Additional Shares, in each case, as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriter Underwriters to the Company for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The This option granted hereunder may be exercised in whole or in part and by you on behalf of the several Underwriters at any time or and from time to time upon on or before the 30th day following the date hereof, by written notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each such Such notice shall set forth (i) the aggregate number of Overallotment Additional Shares as to which the Underwriter option is exercising being exercised and the option, (ii) the names date and denominations in which the certificates for the Overallotment time when such Additional Shares are to be registered and delivered (iii) the time, such date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, being herein referred to as the First Closing Date; and in such case the term “First Additional Closing Date” with respect to such Additional Shares); provided, however, that any such Additional Closing Date shall refer not be earlier than the Closing Date (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number that bears the same proportion to the time and date aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule I hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine necessary to eliminate fractional shares).
(b) Payment of the purchase price for the Firm Shares shall be made to the Company by wire transfer in same-day funds against delivery of the certificates for the Firm Shares sold by the Company to you through the facilities of The Depository Trust Company (“DTC”) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M. (New York time) on August 24, 2005 (unless another time shall be agreed to by you and the Overallotment Shares). Each Company or unless postponed in accordance with the provisions of Section 6 hereof) (such time and date of deliverypayment and delivery being herein called the “Closing Date”). As used herein, if subsequent the term “Business Day” means any day other than a day on which banks are permitted or required to be closed in New York, New York. Certificates for the Firm Shares shall be registered in such name or names and in such authorized denominations as you may request in writing at least two full Business Days prior to the First Closing Date, is called an “Option . The Company will permit you to examine and package such certificates for delivery at least one full Business Day prior to the Closing Date” and . Payment of the purchase price for any Additional Shares shall be determined made on the Additional Closing Date with respect to such Additional Shares in the same manner at the same office as the payment for the Firm Shares sold by the Underwriter Company. Certificates for such Additional Shares shall be delivered to you or on your behalf in definitive form, registered in such names and in such denominations as you shall not be earlier than three nor specify no later than five the second business day preceding such Additional Closing Date. For the purpose of expediting the checking and packaging of the certificates for such Additional Shares by you or on your behalf, the Company agrees to make such certificates available to you or on your behalf for such purpose at least one full business days after delivery of day preceding such notice of exercise. The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyAdditional Closing Date.
(d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
Appears in 1 contract
Sources: Underwriting Agreement (Efj Inc)
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Shareholders, severally and not jointly, in the amount set forth on Schedule II hereto, agree to sell to the several Underwriters __________ and ___________, Firm Shares, respectively, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by Bradford giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as is given prior to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; Date (as hereinafter defined), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five four full business days after delivery the date of such notice of exercisenotice. The Underwriter may cancel date and time set forth in such notice is herein called the option at any time prior "Option Closing Date." Upon exercise of the option, the Company shall become obligated to its expiration by giving written notice of such cancellation sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company, severally and not jointly, the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the publicUnderwriters for the account of such Underwriter against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of immediately available funds to the order of the Company, at the offices of Bradford, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such other place as disclosed in may be agreed upon by Bradford and the ProspectusCompany, at 10:00 A.M., Nashville time, on the Shares as soon third full business day after this Agreement has been executed becomes effective, or, at the election of the Underwriters, on the fourth full business day after this Agreement becomes effective, if it becomes effective after 4:30 P.M. Eastern time, or at such other time not later than the seventh full business day thereafter as the UnderwriterUnderwriters and the Company may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the Option Closing Date. The certificates in definitive form for the Shares to be delivered will be in good delivery form and in such denominations and registered in such names as ▇▇▇▇▇▇▇▇ ▇▇▇ request not less than 48 hours prior to the First Closing Date or the Option Closing Date, as the case may be. Such certificates will be made available for checking and packaging at a location in New York, New York as may be designated by Bradford, at least 24 hours prior to the First Closing Date or the Option Closing Date, as the case may be. It is understood that ▇▇▇▇▇▇▇▇ ▇▇▇ (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for the Shares to be purchased by such Underwriter or Underwriters. No such payment shall relieve such Underwriter or Underwriters from any of its sole judgment, has determined is advisable and practicableor their obligations hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees several commitments of the Underwriters to issue and sell purchase the Underwritten Securities pursuant to the Underwriter the Firm Shares upon the terms herein set forth. On applicable Terms Agreement shall be deemed to have been made on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but shall be subject to the terms and conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants may grant, if so provided in the applicable Terms Agreement relating to the Initial Underwritten Securities, an option to the Underwriter Underwriters named in such Terms Agreement, severally and not jointly, to purchase from up to the Company number of Option Securities set forth therein at the purchase same price per share Option Security as is applicable to the Initial Underwritten Securities less the amount of any distribution payable with respect to an Initial Underwritten Security but not payable with respect to an Option Security. Such option, if granted, will expire 30 days or such lesser number of days as may be paid by specified in the Underwriter for applicable Terms Agreement after the Firm Shares Representation Date relating to the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale Initial Underwritten Securities, and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Underwritten Securities upon notice by the Underwriter you to the Company, which notice may be given at any time within 30 days from Company setting forth the date of this Agreement. Each such notice shall set forth (i) the aggregate number of Overallotment Shares Option Securities as to which the Underwriter is several Underwriters are then exercising the option, (ii) the names option and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which of payment and delivery for such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in Option Securities. Any such case the term “First Closing Date” shall refer to the time and date of delivery (a "Date of Delivery") shall be determined by you, but shall not be later than three full business days and not be earlier than two full business days after the exercise of said option, unless otherwise agreed upon by you and the Company. If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Underwritten Securities each such Underwriter has severally agreed to purchase as set forth in the applicable Terms Agreement bears to the total number of Initial Underwritten Securities (except as otherwise provided in the applicable Terms Agreement), subject to such adjustments as you in your discretion shall make to eliminate any sales or purchases of fractional Initial Underwritten Securities.
(c) Payment of the purchase price for, and delivery of, the Underwritten Securities to be purchased by the Underwriters shall be made at the office of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, or at such other place as shall be agreed upon by you and the Company, at 10:00 A.M., New York City time, on the third or fourth business day (as permitted under Rule 15c6-1 under the ▇▇▇▇ ▇▇▇) (unless postponed in accordance with the provisions of Section 9) specified in the applicable Terms Agreement or at such other time as shall be agreed upon by you and the Company (each such time and date being referred to as a "Closing Time"). In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates representing, such Option Securities, shall be made at the above-mentioned offices of Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, or at such other place as shall be agreed upon by you and the Company on each Date of Delivery as specified in the notice from you to the Company. Unless otherwise specified in the applicable Terms Agreement, payment shall be made by wire transfer in Federal (same day) funds to the Company upon delivery of certificates for the Firm Shares and Underwritten Securities to you, through the Overallotment Shares). Each such time and date facilities of deliverythe Depository Trust Company, if subsequent applicable, for the respective accounts of the Underwriters for the Underwritten Securities to be purchased by them against receipt therefor signed by you. The Underwritten Securities or, if applicable, the Depositary Receipts evidencing the Depositary Shares, shall be in such authorized denominations and registered in such names as you may request in writing at least one business day prior to the First applicable Closing DateTime or Date of Delivery, is called an “Option Closing Date” and shall be determined by as the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercisecase may be. The Underwriter Underwritten Securities, which may cancel be in temporary form, will be made available for examination and packaging by you on or before the option at any time first business day prior to its expiration by giving written notice the Closing Time or Date of such cancellation to Delivery, as the Companycase may be.
(d) Public Offering If authorized by the applicable Terms Agreement, the Underwriters named therein may solicit offers to purchase Underwritten Securities from the Company pursuant to delayed delivery contracts ("Delayed Delivery Contracts") substantially in the form of Exhibit B hereto with such changes therein as the Company may approve. As compensation for arranging Delayed Delivery Contracts, the Company will pay to you at Closing Time, for the respective accounts of the Common SharesUnderwriters, a fee specified in the applicable Terms Agreement for each of the Underwritten Securities for which Delayed Delivery Contracts are made at the Closing Time as is specified in the applicable Terms Agreement. The Underwriter hereby advises Any Delayed Delivery Contracts are to be with institutional investors of the Company that the Underwriter intends to offer for sale to the public, as disclosed types described in the Prospectus. At the Closing Time, the Shares Company will enter into Delayed Delivery Contracts (for not less than the minimum number of Underwritten Securities per Delayed Delivery Contract specified in the applicable Terms Agreement) with all purchasers proposed by the Underwriters and previously approved by the Company as soon after this provided below, but not for an aggregate number of Underwritten Securities in excess of that specified in the applicable Terms Agreement. The Underwriters will not have any responsibility for the validity or performance of Delayed Delivery Contracts. You shall submit to the Company, at least two business days prior to the Closing Time, the names of any institutional investors with which it is proposed that the Company will enter into Delayed Delivery Contracts and the number of Underwritten Securities to be purchased by each of them, and the Company will advise you, at least two business days prior to the Closing Time, of the names of the institutions with which the making of Delayed Delivery Contracts is approved by the Company and the number of Underwritten Securities to be covered by each such Delayed Delivery Contract. The number of Underwritten Securities agreed to be purchased by the several Underwriters pursuant to the applicable Terms Agreement has been executed shall be reduced by the number of Underwritten Securities covered by Delayed Delivery Contracts, as to each Underwriter as set forth in a written notice delivered by you to the UnderwriterCompany; PROVIDED, in its sole judgmentHOWEVER, has determined is advisable and practicablethat the total number of Underwritten Securities to be purchased by all Underwriters shall be the total number of Underwritten Securities covered by the applicable Terms Agreement, less the number of Underwritten Securities covered by Delayed Delivery Contracts.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, covenants and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Underwriter Company agrees to sell an aggregate of 1,000,000 Firm Shares and the Selling Stockholders severally agree to sell an aggregate of 400,000 Firm Shares to the Underwriters in the respective amounts set forth in Schedule II, and the Underwriters, severally and not jointly, agree to purchase from the Company all of and such Selling Stockholders, at the Firm Shares. The purchase price per share set forth below, the number of Firm Share Shares set forth in Schedule I opposite the name of such Underwriter, subject to be paid by such adjustment as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares, plus any additional numbers of Firm Shares which such Underwriter may become obligated to purchase pursuant to the Company shall be $[___.___] per share (representing a public offering price provisions of $[___.___] per share, less an underwriting discount of $[_.___] per share)Section 12 hereof.
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties warranties, covenants and agreements agreements, herein contained, and upon the terms but subject to the other terms and conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase from up to an additional 105,000 Option Shares and the Company Selling Stockholder so listed in Schedule II hereby grants an option to the Underwriters to purchase up to an additional 105,000 Option Shares, each Option Share to be purchased at the same purchase price per share set forth below to be paid by the Underwriter Underwriters to the Company for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option options granted hereunder hereby will expire 30 days after the effective date of this Agreement and may be exercised in whole or in part and at any time or from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 30 days from Company and the date of this Agreement. Each such notice shall set Selling Stockholder setting forth (i) the aggregate number of Overallotment Option Shares as to which the Underwriter is several Underwriters are then exercising the option, (ii) the names option and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of payment and delivery for such Option Shares. Option Shares shall be sold by the Company and the Selling Stockholder in the ratio of one to one, subject to such adjustment as the Representative in its discretion shall make to eliminate any sale or purchase of fractional shares. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than three full business days after the exercise of said option, nor in any event prior to Closing Date, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company and such Selling Stockholder. In the event such option is exercised, each of the Underwriters, acting severally and not jointly, shall purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or purchases of fractional shares. Nothing herein contained shall obligate the Underwriters to make any over-allotments. No Option Shares shall be delivered unless the Firm Shares shall be simultaneously delivered or shall theretofore have been delivered as herein provided.
(c) Payment of the purchase price for, and delivery of certificates for, the Firm Shares shall be made at the offices of Arno▇▇ & ▇ort▇▇, ▇▇9 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as shall be agreed upon by the Representative and the Company. Such delivery and payment shall be made at 10:00 a.m. (New York City time) three (3) days after the Effective Date or at such other time and date as shall be agreed upon by the Representative, the Company, and the Attorney-in-Fact (the "Closing Date"). In addition, in the event that any or all of the Option Shares are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for, the Option Shares shall be made at the above mentioned office of Arno▇▇ & ▇ort▇▇ ▇▇ at such other place as shall be agreed upon by the Representative and the Company, on each Option Closing Date as specified in the notice from the Representative to the Company. Delivery by the Company and the Custodian of the certificates for the Firm Shares and the Overallotment Option Shares). Each such time and date of delivery, if subsequent any, shall be made to the First Representative for the respective accounts of the several Underwriters against payment by the several Underwriters through the Representative of the purchase price for the Firm Shares and the Option Shares, if any, to the order of the Company or the applicable Selling Stockholder, as the case may be, in immediately available funds. Certificates for the Firm Shares and the Option Shares, if any, shall be in definitive, fully registered form, shall bear no restrictive legends and shall be in such denominations and registered in such names as the Representative may request in writing at least two (2) business days prior to Closing Date or the relevant Option Closing Date, is called an “as the case may be. The certificates for the Firm Shares and the Option Shares, if any, shall be made available to the Representative at such office or such other place as the Representative may designate for inspection, checking and packaging no later than 9:30 a.m. on the last business day prior to Closing Date or the relevant Option Closing Date” , as the case may be. The purchase price per Share to be paid by each of the Underwriters, severally and not jointly, to the Company and the Selling Stockholders for the Shares purchased hereunder will be the same for each Share and will be $[_____] per share. Neither the Company nor the Selling Stockholders shall be determined obligated to sell any Shares hereunder unless all Firm Shares to be sold by the Underwriter Company and shall not be earlier than three nor later than five full business days after delivery of such notice of exercisethe Selling Stockholders are purchased and paid for hereunder. The Underwriter may cancel In accordance with the option at any time prior terms hereof, the Company and the Selling Stockholders agree to its expiration by giving written notice of such cancellation issue and sell, against payment therefor, the Firm Shares to the CompanyUnderwriters.
(d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Shareholders, severally not jointly, in the amount set forth on Schedule II hereto, agree to sell to the several Underwriters ___________ and, Firm Shares, respectively, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $______ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company hereby grants to the Underwriters an option to purchase, solely for the Underwriter to purchase from purpose of covering over-allotments in the Company sale of Firm Shares, all or any portion of the Option Shares at the purchase price per share to be paid by the Underwriter for the Firm Shares the Overallotment Sharesset forth above. The option granted hereunder is for use hereby may be exercised as to all or any part of the Option Shares at any time within 30 days after the date of the Final Prospectus. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of such option. The option granted hereby may be exercised by the Underwriter solely in Underwriters by J.C. ▇▇▇▇▇▇▇▇ & ▇o., L.L.C. ("Bradford") giving written notice to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part and at any time or from time to time upon notice by the Underwriter to the Company, which notice may be given at any time within 30 days from the date of this Agreement. Each If such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent given prior to the First Closing DateDate (as hereinafter defined), is called an “Option Closing Date” the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later than five two full business days after delivery of such notice of exercise. The Underwriter may cancel thereafter or the option at any time prior to its expiration by giving written notice of such cancellation to the Company.
(d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.First
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties and agreements covenants herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter Company agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter sell to the Company shall be $[___.___] per share (representing Underwriters and each Underwriter agrees, severally and not jointly, to purchase, at a public offering price of $[___.___] $ per shareShare, less an underwriting discount the number of $[_.___] per share)Firm Shares set forth opposite the name of each Underwriter in Schedule I hereof, subject to adjustments in accordance with Section 9 hereof.
(b) The First Closing Date. Delivery of Payment for the Firm Shares to be purchased by the Underwriter and payment therefor shall sold hereunder is to be made at 9:00 a.m., in New York City timeClearing House funds and, on [___]at the option of the Representative, 2005 by certified or such other time and date as the Underwriter shall designate by notice bank cashier's checks drawn to the Company (the time and date order of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter bank wire to recirculate to the public copies of an amended or supplemented Prospectus.account specified by
(c) The Option Closing Date. In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, and upon the terms but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriter Representative to purchase from the Company Option Shares at the purchase price per share to be paid by Share as set forth in the Underwriter for the Firm Shares the Overallotment Sharesfirst paragraph of this Section 2. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder hereby may be exercised in whole or in part and by giving written notice (i) at any time or from time to time upon notice by before the Underwriter to the Company, which notice may be given at any time Closing Date and (ii) only once thereafter within 30 45 days from after the date of this Agreement. Each such notice shall set , by the Representative to the Company setting forth (i) the aggregate number of Overallotment Option Shares as to which the Underwriter Representative is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Option Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm at which certificate representing such Shares and the Overallotment Shares)are to be delivered. Each such The time and date of delivery, if subsequent at which certificates for Option Shares are to the First Closing Date, is called an “Option Closing Date” and be delivered shall be determined by the Underwriter and Representative but shall not be earlier than three nor later than five 10 full business days after delivery the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the "Option Closing Date"). If the date of exercise of the option is three or more days before the Closing Date, the notice of exerciseexercise shall set the Closing Date as the Option Closing Date. The Underwriter option with respect to the Option Shares granted hereunder may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters. The Representative may cancel the such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in New York Clearing House funds and, at the option of the Representative, by certified or bank cashier's check drawn to the order of the Company for the Option Shares to be sold by the Company or bank wire to an account specified by the Company against delivery of certificates therefor at the offices of ▇▇▇▇▇▇▇ Investment Company, Inc. set forth on the first page of this Agreement.
(d) Public Offering In addition to the sums payable to the Representative as provided elsewhere herein, the Representative shall be entitled to receive at the Closing, for itself alone and not as Representative of the Underwriters, as additional compensation for its services, purchase warrants (the "Representative's Warrants") for the purchase of up to 200,000 shares of Common Shares. The Underwriter hereby advises Stock at a price of $ per share, upon the Company that terms and subject to adjustment and conversion as described in the Underwriter intends to offer for sale form of Representative's Warrants filed as an exhibit to the public, as disclosed in the Prospectus, the Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicableRegistration Statement.
Appears in 1 contract
Purchase, Sale and Delivery of the Shares. (a) The Firm Shares. The Company agrees to issue and sell to the Underwriter the Firm Shares upon the terms herein set forth. On the basis of the representations, warranties warranties, agreements and agreements covenants herein contained, contained and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Company all of the Firm Shares. The purchase price per Firm Share to be paid by the Underwriter to the Company shall be $[___.___] per share (representing a public offering price of $[___.___] per share, less an underwriting discount of $[_.___] per share).
(b) The First Closing Date. Delivery of the Firm Shares to be purchased by the Underwriter terms and payment therefor shall be made at 9:00 a.m., New York City time, on [___], 2005 or such other time and date as the Underwriter shall designate by notice to the Company (the time and date of such delivery for the Firm Shares are called the “First Closing Date”). The Company hereby acknowledges that circumstances under which the Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company or the Underwriter to recirculate to the public copies of an amended or supplemented Prospectus.
(c) The Option Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby agrees to sell 1,254,000 Firm Shares and each of the Selling Shareholders agrees to sell to each of the Underwriters the number of Firm Shares set forth opposite their names in Schedule II hereto, and each of the Underwriters, severally and not jointly, agrees to purchase at a purchase price of $_____ per share, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto.
(b) The Company also grants to the Underwriters an option to the Underwriter to purchase from the Company at the purchase price per share to be paid by the Underwriter purchase, solely for the Firm Shares the Overallotment Shares. The option granted hereunder is for use by the Underwriter solely in purpose of covering any over-allotments in connection with the distribution and sale and distribution of the Firm Shares, all or any portion of the Option Shares at the purchase price per share set forth above. The option granted hereunder hereby may be exercised in whole as to all or in any part and at any time or from time to time upon notice by of the Underwriter to the Company, which notice may be given Option Shares at any time within 30 days from after the date the Registration Statement becomes effective or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading. The Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of this Agreementsuch option. Each The option granted hereby may be exercised by the Underwriters by the Representatives giving written notice or notice by telephone (confirmed in writing) to the Company setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares and stating that the Option Shares referred to in such notice shall set forth (i) the aggregate number of Overallotment Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Overallotment Shares are to be registered used for the purpose of covering over-allotments in connection with the distribution and (iii) sale of the time, date and place at which Firm Shares. If such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, notice is given prior to the First Closing Date; Date (as defined herein), the date set forth therein for such delivery and in such case the term “First Closing Date” payment shall refer to the time and date of delivery of certificates for the Firm Shares and the Overallotment Shares). Each such time and date of delivery, if subsequent to not be earlier than two full business days thereafter or the First Closing Date, whichever occurs later. If such notice is called an “Option given on or after the First Closing Date” , the date set forth therein for such delivery and shall be determined by the Underwriter and payment shall not be earlier than three nor later full business days thereafter. In either event, the date so set forth shall not be more than five 15 full business days after the date of such notice. The date and time set forth in such notice is herein called the "Option Closing Date." Upon exercise of the option, the Company shall become obligated to sell to the Underwriters, and, subject to the terms and conditions herein set forth, the Underwriters shall become obligated to purchase, for the account of each Underwriter, from the Company the number of Option Shares specified in such notice. Option Shares shall be purchased for the accounts of the Underwriters in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted so that no Underwriter shall be obligated to purchase fractional Option Shares. To the extent, if any, that the option is exercised, payment for the Option Shares shall be made on the Option Closing Date in same day funds by certified or bank cashier's check drawn to the order of, or by wire transfer to the account of the Company against delivery of certificates therefor at the offices of J.C. ▇▇▇▇▇▇▇▇ & ▇o., 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or at such notice of exercise. The Underwriter may cancel other place as you and the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany shall agree upon.
(dc) Public Offering Certificates in definitive form for the Firm Shares which each Underwriter has agreed to purchase hereunder shall be delivered by or on behalf of the Common Shares. The Company and the Selling Shareholders to the Underwriters for the account of such Underwriter hereby advises against payment by such Underwriter or on its behalf of the purchase price therefor, by wire transfer or certified or official bank check payable in same day funds, to the order of the Company that or the Underwriter intends to offer for sale Selling Shareholders, as the case may be, at the offices of J. C. ▇▇▇▇▇▇▇▇ & ▇o., 330 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon by J.C. ▇▇▇▇▇▇▇▇ & ▇o., the Company and the Selling Shareholders, at 10:00 A.M., Nashville time, on the third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) promulgated pursuant to the publicExchange Act, as disclosed in the Prospectusafter 4:30 P.M., Washington, D.C. time, the Shares as soon fourth) full business day after this Agreement has been executed becomes effective, or at such other time not later than the seventh full business day thereafter as the UnderwriterRepresentatives, the Company and the Attorneys-in-Fact may determine, such time of delivery against payment being herein referred to as the "First Closing Date." The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates." Certificates in its sole judgment, has determined is advisable and practicable.definitive form for the Option Shares which each Underwriter shall have agreed to purchase hereunder shall be similarly delivered by or on behalf of the Company on the
Appears in 1 contract
Sources: Underwriting Agreement (Phoenix International LTD Inc)