Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Builders FirstSource, Inc.)

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Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Company, at a purchase price of 98.408% of the Selling Stockholders principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the respective number principal amount of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Notes set forth opposite the name of such Underwriter set forth on in Schedule A annexed I attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) shall not be obligated to make a public offering of their respective portions deliver any of the Firm Shares as soon after the effective date securities to be delivered hereunder except upon payment for all of the Registration Statement securities to be purchased as in your judgment is advisable and (ii) initially provided herein. Upon authorization by the Representatives of the release of the Notes, the several Underwriters propose to offer the Firm Shares Notes for sale upon the terms and conditions set forth in the ProspectusProspectus and any Preliminary Prospectus Supplement, Final Prospectus Supplement or Final Term Sheet, each as hereinafter defined. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant Delivery to the several Underwriters of and payment for the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Notes shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf office of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofFreshfields Bruckhaus Xxxxxxxx US LLP, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholderat 000 Xxxxxxxxx Xxxxxx, ______________ and _________________ will act as representatives of each Selling StockholderXxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on the Closing Date. The foregoing representatives (place of closing for the "Representatives of Notes and the Selling Stockholders") are authorized, Closing Date may be varied by agreement between the Underwriters and the Company. The Notes shall be delivered by or on behalf of each Selling Stockholderthe Company to the Underwriters, to execute any documents necessary or desirable in connection with the sale Senior Trustee as custodian for The Depository Trust Company (“DTC”), against payment by the Underwriters or on their behalf of the Shares purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Underwriters at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and will be registered in the name of Cede & Co. as nominee of DTC. The Notes to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion delivered to the number of Shares sold by each Selling StockholderUnderwriters shall be made available to the Underwriters in New York City for inspection and packaging not later than 10:00 a.m., to receive notices New York City time, on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")business day next preceding the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential PLC)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective aggregate number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ $ 18.525 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and and, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Date”); provided, however, that the additional time of purchase Option Closing Date shall not be earlier than the time of purchase 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 fifth business day after the date on which the option shall have been exercisedexercised unless the Company and you otherwise agree. 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, As used herein “business day” shall mean a day on which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives New York Stock Exchange (the "Representatives of the Selling Stockholders"“NYSE”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts is open for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")trading.

Appears in 1 contract

Samples: Underwriting Agreement (Impac Mortgage Holdings Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) ), nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The Upon any exercise of the Over-Allotment Option, and subject to such adjustment as UBS may determine to avoid fractional shares, the number of Additional Shares to be sold to purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased (the “Option Purchased Amount”) as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Shares, subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, attorney granted by each Selling Stockholder (which powers of attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ Xxxxx X. Xxxxxxx and _________________ will Xxxx X. Xxxxx shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Firm Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Firm Shares, to receive the proceeds of the sale of such Firm Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (ICF International, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, provided, however, that the Underwriters will purchase [ ] of the Firm Shares to be sold to certain existing stockholders of the Company at a price of $[ ] per share (which shall be equal to the price to the public), and the remaining [ ] Firm Shares will be purchased at a price of $[ ] per share, in each case at on a purchase price pro rata basis based on the number of $______ per ShareFirm Shares opposite their respective names in Schedule A attached hereto. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Share to be paid by the Underwriters to the Selling Stockholders Company for the Firm Shares, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by Citigroup Global Markets Inc. (“Citigroup”), Xxxxx Xxxxxxx & Co. and Xxxxxxx Xxxxx & Associates, Inc. (together with Citigroup and Xxxxx Xxxxxxx & Co., the Managing Underwriters “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Luca Technologies Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Firm Share to be paid by the Underwriters to the Selling Stockholders Company for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Concrete Pumping Holdings, Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may beCompany, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $_$ _____ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time It is understood that up to time increase 200,000 Firm Shares will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus under the caption "Underwriting" to directors, officers and employees of the Company and certain associated persons and entities at a price equal to $_____ per share less the sales load payable with respect to the shares offered to the public; provided that under no circumstances will any Underwriter be liable to the Company for any action taken or decrease omitted in good faith in connection with such offering to such persons. It is further understood that any of such Firm Shares which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus at the public offering price after the initial public offering to such extent as you may determineprice. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which No Additional Shares shall be satisfactory to counsel sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. As used herein "business day" shall mean a day on which the New York Stock Exchange is open for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")trading.

Appears in 1 contract

Samples: Underwriting Agreement (Gladstone Capital Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to each Underwriter, and, upon the basis of the Selling Stockholdersrepresentations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, attached hereto (subject to adjustment in accordance with Section 8 9 hereof, in each case ) at a purchase price of $______ 21.7835 per share (the “Purchase Price Per Share”). The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm SharesPurchase Price Per Share. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). As used herein, subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, “business day” shall mean a day on which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives New York Stock Exchange (the "Representatives of the Selling Stockholders"“NYSE”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts is open for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")trading.

Appears in 1 contract

Samples: Underwriting Agreement (Senior Housing Properties Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case case, at a purchase price of $______ [ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Managing Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (US BioEnergy CORP)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ [•] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ [•] and _________________ will [•] shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Sonics, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ 4.66 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Book-Running Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Book-Running Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Sirna Therapeutics Inc

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Company, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, 11 hereof in each case case, at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) ), nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised; and provided, further, that such additional time of purchase may be on the same day as the time of purchase. The Upon each exercise of the Over-Allotment Option, subject to such adjustment as the Representatives may determine to avoid fractional shares, and subject to adjustment in accordance with Section 11 hereof: (a) no Additional Shares shall be purchased from the Company unless prior thereto or in connection therewith all Additional Shares offered by the Selling Stockholders as set forth in Schedule C annexed hereto have been or are being purchased (or would have been purchased but for a reason referred to in the last paragraph of Section 10), but after all such Additional Shares offered by the Selling Stockholders have been purchased (or would have been purchased but for a reason referred to in the last paragraph of Section 10), then the balance of the Additional Shares to be purchased in connection with such exercise of the Over-Allotment Option shall be purchased from the Company; (b) the number of Additional Shares to be sold purchased from each Selling Stockholder shall be in proportion to its respective number of Additional Shares as set forth in Schedule C annexed hereto; and (c) the number of Additional Shares to be purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional Shares being to be purchased pursuant to such exercise of the Over-Allotment Option as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Ocean Power Technologies, Inc.

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed B attached hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ [ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares in the United States as soon after the effective date of the Registration Statement as in your judgment is advisable advisable, (ii) to offer the Firm Shares in certain foreign jurisdictions, including the Provinces of Ontario and Quebec, on a private placement basis pursuant to exemptions from the prospectus requirements of such jurisdictions and (iiiii) initially to offer the Firm Shares at a public offering price of $[ ] per share upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be (i) earlier than (a) the time of purchase (as defined below) nor earlier than or (b) the second business day after the date on which the option shall have been exercised nor exercised, or (ii) 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 set forth on Schedule A annexed B attached hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Lxxx Xxxxxxx, M.D. and _________________ Axxxxx Xxxxxxx — pls confirm will act as representatives of each the Selling StockholderStockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses expenses, if any, to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (SFBC International Inc)

Sale and Purchase. Upon the basis of the representations and warranties warranties, and subject to the terms and conditions herein set forth, the Company agrees to issue and each of sell, and the Selling StockholdersStockholder agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such the Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 12 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ 19.53 per Share. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 12 hereof. Pursuant to irrevocable powers of attorney, which All Additional Shares shall be satisfactory to counsel for purchased by the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (Underwriters from the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Company.

Appears in 1 contract

Samples: Underwriting Agreement (WorldSpace, Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and ----------------- subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be -------- ------- earlier than the time of purchase (as defined below) nor earlier than the second business day day/1/ 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, ------------- /1/ As used herein "business day" shall mean a day on which shall be satisfactory to counsel the New York Stock Exchange is open for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")trading.

Appears in 1 contract

Samples: Underwriting Agreement (Connetics Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders hereby listed on Schedule B heretohereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersStockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholders listed on Schedule B hereto. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (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 purchased by 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. If, at any time, the Underwriters purchase a portion of the Additional Shares, the number of Additional Shares to be sold by each Seller shall be the number which bears the same proportion to the aggregate number of Additional Shares being sold as the number of Firm Shares set forth opposite the name of such Seller on Schedule B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Xxxxx X. Xxxxxxx, Ph.D. and _________________ Xxxxxxx Xxxxx will act as representatives of each the Selling StockholderStockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Bruker Biosciences Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) and UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares; in each case at a purchase price of $______ 11.37 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Xxxxx Xxxxxxx and UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, subject to such adjustment as you Xxxxx Xxxxxxx and UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to 1,050,000 subject to such adjustment as Xxxxx Xxxxxxx and UBS may determine solely to eliminate fractional shares. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for attorney (the Underwriters, “Powers of Attorney”) granted by each Selling StockholderStockholder (which Powers of Attorney shall be reasonably satisfactory to Xxxxx Xxxxxxx and UBS), ______________ each of J. Xxxxx Xxxxxxxx and _________________ will Xxxxxxx Xxxxxx, as officers of the Company, shall act as representatives attorneys-in-fact of each the Selling StockholderStockholders controlled by TA Associates, Inc. and Xxxxxx & Xxxxxx LLP shall act as representative of the Selling Stockholders controlled by The CapStreet Group, LLC. The Each of the foregoing representatives (the "Representatives each, a “Representative of the Selling Stockholders") are is authorized, on behalf of each such Selling StockholderStockholder whom it represents, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Custody Agreement (Cardtronics Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of at the Selling Stockholders price (the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares“Purchase Price”) which bears the same proportion to the number of Firm Shares to be sold paid by the Company or by such Selling Stockholdersseveral Underwriters set forth in Exhibit D, as the case may be, as the number aggregate principal amount of Firm Shares Senior Notes set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Senior Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares Senior Notes to be purchased by each of them, all or a portion of the Additional Shares Senior Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesSenior Notes, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSenior Notes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Senior Notes. This overallotment option may be exercised by the Managing Underwriters Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Senior Notes as to which the overallotment option is being exercised, and the date and time when the Additional Shares Senior Notes are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days 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 exercisedof such notice. The number aggregate principal amount of Additional Shares Senior Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Senior Notes being purchased as the number of Firm Shares Senior Notes set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Senior Notes, subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Investment Advisory Agreement (Pennantpark Investment Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms of this Agreement the Vendor shall sell (or procure the sale of) the UK Shares and conditions herein set forth, the Company German Shares with full title guarantee the US Vendor shall sell (or procure the sale of) the US Shares with the full title guarantee and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to Purchaser shall purchase the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a free from all Encumbrances and together with all rights now or hereafter attaching thereto The Purchaser shall not be obliged to complete the purchase price unless the purchase of $______ per Share. all the Shares is completed simultaneously the UK Vendor hereby waives any pre-emption rights it may have relating to the UK Shares and the German Shares howsoever conferred the US Vendor hereby waives any rights it may have to purchase the US Shares howsoever conferred The Company and each Selling Stockholder is advised by you that Purchaser shall be entitled to the Underwriters intend (i) to make a public offering of their respective portions benefit of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may with effect from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to . CONSIDERATION ------------- The consideration for the Company said sale and purchase of the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 an amount equal to the aggregate number of Additional Shares being purchased as the number Net Tangible Assets and (p)7,000,000 and shall be apportioned between the Vendors in the manner set opposite their respective names in the First Schedule. The sum of Firm Shares set forth opposite (p)13,000,000 on account of the name Consideration shall be paid on the date hereof into one or more joint accounts respectively in the joint names of such Underwriter set forth the Vendors' Solicitors and the Purchaser's Solicitors to be held in escrow on Schedule A annexed hereto bears terms that the total sum of (p)13,000,000 plus interest accrued (a) shall be paid out to the total number Vendors' Solicitors on Completion of Firm Shares the Vendors' obligations under Clause 5 or (subjectb) in the event that Completion shall not occur as hereinafter provided, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory paid out to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling StockholderPurchaser's Solicitors. The foregoing representatives (parties hereby instruct their respective solicitors accordingly. CONDITIONS ---------- This Agreement is conditional upon the "Representatives passing at a general meeting of the Selling Stockholders") are authorized, on behalf Guarantor of each Selling Stockholder, to execute any documents necessary or desirable in connection with a resolution approving the sale of the Shares Companies. If the condition referred to in paragraph 4.1 is not fulfilled on or before 5 August 1997, this Agreement shall be sold hereunder by each Selling Stockholder, void and cease to make delivery have effect and the rights and obligations of the certificates parties hereunder shall cease and determine without any claim by any of such Shares, to receive them against the proceeds other or others of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")them.

Appears in 1 contract

Samples: Agreement (Wpi Group Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and each of sell to the Selling StockholdersUnderwriters and the Underwriters, acting severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Firm Shares in the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter amounts set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ 2.865 per Share (with the exception of any Shares ("REIG Shares") purchased in the offering by Real Estate Investment Group, L.P. ("REIG"), which shall be purchased by the Underwriters from the Company at a purchase price of $3.00 per Share). The Company and each Selling Stockholder is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares (with the exception of any Additional Shares purchased by REIG, which shall be purchased by the Underwriters from the Company at the same purchase price per Share as the REIG Shares). This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Hersha Hospitality Trust)

Sale and Purchase. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company such amount of Designated Securities as shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount, liquidation preference, or number of such Designated Securities, as applicable, to be sold, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the combined sales, management and each underwriting commission, if any, the names of the Selling Stockholders Underwriters of such Designated Securities, the respective names of the Representatives of such Underwriters and the principal amount, liquidation preference or number of Firm Shares such Designated Securities, as applicable, to be purchased by each Underwriter, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms extent not set forth in the ProspectusIndenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities. You A Pricing Agreement shall be in the form of an executed writing (which may from be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Pricing Agreement shall be several and not joint. The time and date of the execution of the Pricing Agreement entered into in connection with the offering of any Designated Securities is hereinafter referred to as the “Execution Time”. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus and any Preliminary Prospectus Supplement, Final Prospectus Supplement or Final Term Sheet, each as hereinafter defined. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon notice to the Company at least forty-eight hours prior to the Time of Delivery (as defined below), shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter against payment by such Underwriter or on its behalf of the net proceeds of such Designated Securities set forth in the Pricing Agreement, all in the manner and at the place, time increase and date specified in such Pricing Agreement or decrease at such other place and time and date as the public offering price after Representatives and the initial public offering to Company may agree upon in writing, such extent as you may determinetime and date being herein called the “Time of Delivery” for such Designated Securities. In addition, the Selling Stockholders hereby Company may grant to the several Underwriters in a Pricing Agreement the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the aggregate principal amount, liquidation preference, or number of Firm Shares Designated Securities, as applicable, to be purchased by each of them, all or a portion of an additional amount of Designated Securities (the Additional Shares Designated Securities”) as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesDesignated Securities, in such amount, at the same such purchase price per share to and during such period and on such other terms as shall be paid by set forth in the Underwriters to the Selling Stockholders for the Firm SharesPricing Agreement. This If granted, this option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereofof the Pricing Agreement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate principal amount, liquidation preference, or number of Additional Shares Designated Securities, as applicable, as to which the option is being exercised, and the date and time when the Additional Shares Designated Securities are to be delivered (such date and time being herein referred to as the "additional time Time of purchase"Delivery); provided, however, that the additional time Time of purchase Delivery shall not be earlier than the time Time of purchase Delivery (as defined belowabove) nor earlier than the second business day after the date on which the option shall have been exercised nor not later than the tenth business day after the date on which the option shall have been exercised. (As used in this Agreement and in any Pricing Agreement, unless otherwise specified therein, “business day” shall mean a day on which the New York Stock Exchange and the London Stock Exchange are open for trading.) The principal amount, liquidation preference, or number of Additional Shares Designated Securities, as applicable, to be sold to each Underwriter shall be the equal to that principal amount, liquidation preference, or number of Additional Designated Securities, as applicable, which bears the same proportion to the aggregate principal amount, liquidation preference, or number of Additional Shares Designated Securities, as applicable, being purchased as the principal amount, liquidation preference, or number of Firm Shares Designated Securities purchased by each such Underwriter, as set forth opposite in the name of such Underwriter set forth on Schedule A annexed hereto Pricing Agreement, bears to the total aggregate principal amount, liquidation preference, or number of Firm Shares Designated Securities purchased (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesAdditional Designated Securities not in multiples of $1,000), subject to adjustment . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (No. 333-[ ]) and related base prospectus for the registration of the Securities in accordance with Section 10 hereofthe provisions of the U.S. Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder (the “1933 Act”). Pursuant In addition, the Company has prepared and filed with the Commission a registration statement on Form F-6 (No. 333-117706) and a related prospectus for the registration under the 1933 Act of the ADSs. Any reference herein to irrevocable powers the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of attorneyForm F-3, which were filed under the 1934 Act on or before the Effective Date of such Registration Statement or the issue date of such Prospectus, Preliminary Prospectus Supplement or Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be satisfactory deemed to counsel for refer to and include the Underwritersfiling of any document under the 1934 Act after the Effective Date of such Registration Statement or the issue date of such Prospectus, granted Preliminary Prospectus Supplement or Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholderreference. The foregoing representatives (terms that follow, when used in this Agreement, shall have the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").meanings indicated:

Appears in 1 contract

Samples: Underwriting Agreement (Prudential PLC)

Sale and Purchase. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company such amount of Designated Securities as shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount or liquidation preference, as applicable, of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the combined sales, management and each underwriting commission, the names of the Selling Stockholders Underwriters of such Designated Securities, the respective number names of Firm Shares the Representatives of such Underwriters and the principal amount or liquidation preference, as applicable, of such Designated Securities to be purchased by each Underwriter, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms extent not set forth in the ProspectusIndenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities, including whether they are convertible or exchangeable, at the option of the Company, into Preference Shares of the Company. You A Pricing Agreement shall be in the form of an executed writing (which may from be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Pricing Agreement shall be several and not joint. The time and date of the execution of the Pricing Agreement entered into in connection with the offering of any Designated Securities is hereinafter referred to as the “Execution Time”. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus and any Preliminary Prospectus Supplement, Final Prospectus Supplement or Final Term Sheet, each as hereinafter defined. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon notice to the Company at least forty-eight hours’ prior to the Time of Delivery, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter against payment by such Underwriter or on its behalf of the Net Proceeds of such Designated Securities set forth in the Pricing Agreement, all in the manner and at the place, time increase and date specified in such Pricing Agreement or decrease at such other place and time and date as the public offering price after Representatives and the initial public offering to Company may agree upon in writing, such extent as you may determinetime and date being herein called the “Time of Delivery” for such Designated Securities. In addition, the Selling Stockholders hereby Company may grant to the several Underwriters in a Pricing Agreement the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number aggregate principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities to be purchased by each of them, all or a portion of an additional amount of Designated Securities (the Additional Shares Designated Securities”) as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesDesignated Securities, in such amount, at the same such purchase price per share to and during such period and on such other terms as shall be paid by set forth in the Underwriters to the Selling Stockholders for the Firm SharesPricing Agreement. This If granted, this option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereofof the Pricing Agreement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities as to which the option is being exercised, and the date and time when the Additional Shares Designated Securities are to be delivered (such date and time being herein referred to as the "additional time Time of purchase"Delivery); provided, however, that the additional time Time of purchase Delivery shall not be earlier than the time Time of purchase Delivery (as defined belowabove) 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. (As used in this Agreement, “business day” shall mean a day on which the New York Stock Exchange and the London Stock Exchange are open for trading.) The number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities to be sold to each Underwriter shall be equal to the number principal amount or liquidation preference, as applicable, of Designated Securities which bears the same proportion to the aggregate number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities being purchased as the number principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities as set forth opposite in the name of such Underwriter set forth on Schedule A annexed hereto Pricing Agreement bears to the total number aggregate principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesAdditional Designated Securities not in multiples of $1,000), subject to adjustment . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (No. 333-[ ]) and related base prospectus for the registration of the Securities in accordance with Section 10 hereofthe provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the “1933 Act”). Pursuant In addition, the Company has prepared and filed with the Commission a registration statement on Form F-6 (No. 333-117706) and a related prospectus for the registration under the 1933 Act of the ADSs. Any reference herein to irrevocable powers the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 6 of attorneyForm F-3, which were filed under the 1934 Act on or before the Effective Date or the issue date of the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be satisfactory deemed to counsel for refer to and include the Underwritersfiling of any document under the 1934 Act after the Effective Date of the Registration Statement or the issue date of the Prospectus, granted any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholderreference. The foregoing representatives (terms that follow, when used in this Agreement, shall have the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").meanings indicated:

Appears in 1 contract

Samples: Underwriting Agreement (Prudential PLC)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ [ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 that 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Knology Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 11.1998 per Share (after adding a supplemental payment of $0.0998 per Share payable by the Adviser to the Underwriters (the “Adviser Supplemental Payment”) to the public offering price of $11.10 per Share). In addition, in connection with the sales of the Firm Shares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. LLC, for the account of the Underwriters, $0.333 per Share (which represents all of the underwriting commissions payable by the Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Managing Underwriters Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days 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 exercisedof such notice. 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorneyIn addition, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of any Additional Shares, the Shares to be sold hereunder by each Selling Stockholder, Adviser agrees to make delivery of the certificates of per Share Adviser Supplemental Payment and Adviser Sales Load Payment with respect to such Additional Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (PennantPark Floating Rate Capital Ltd.)

Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell the Primary Firm Shares, and the Selling Stockholder agrees to sell the respective Underwriters and Secondary Firm Shares, in each of case, to the Underwriters, severally and not jointly, agrees the Underwriters agree to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name names of such Underwriter set forth Underwriters on Schedule A annexed C hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each the Selling Stockholder is have been advised by you that the Underwriters intend (i) that they propose to make a public offering of the Shares as soon after this Agreement has become effective as in their respective portions judgment is advisable. The pricing terms of the purchase of the Firm Shares as soon after by the effective date Underwriters and the pricing terms of the Registration Statement as in your judgment is advisable and (ii) initially to offer offering of the Firm Shares upon to the terms public are as set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determineSchedule A hereto. In addition, the Company and the Selling Stockholders Stockholder hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, Stockholder all or a portion of the Additional Primary Option Shares and the Secondary Option Shares, as may be necessary to cover over-allotments made in connection with the offering of the Firm Sharesapplicable, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders Stockholder for the Firm SharesShares as set forth opposite the names of such Underwriters on Schedule C hereto. This option may be exercised by the Managing Underwriters 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 from the Representatives to the Company and the Selling StockholdersStockholder, which notice may be electronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Date”); provided, however, that the additional Option Closing Date may be the same date and time of purchase as the Closing Date (as defined below), but shall not be earlier than the time of purchase (as defined below) Closing Date nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which of the option shall have been exercisedOption Shares Notice. The As of the Option Closing Date, the Company will issue and sell to the Underwriters, the Selling Stockholder will sell to the Underwriters and the Underwriters will purchase, the number of Additional Option Shares set forth in the Option Shares Notice. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold to each Underwriter shall be by the number which bears Company and 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (DZS Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ [—] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. If the Underwriters exercise the Over-Allotment Option, Additional Shares will be purchased by the Underwriters first from the Company and second, after the Company has sold all Additional Shares which may be sold by it pursuant to this Agreement, from the Selling Stockholders in proportion to the maximum number of Additional Shares which they have agreed to sell. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as [—] bears to [—], and the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to [—], subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ [—] and _________________ will [—] shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Patriot National, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment adjustments as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ [ ] per Share. The Company has agreed to reimburse the Wheeling-Pittsburgh Steel Corporation Retiree Benefits Plan (the "Retiree Plan"), one of the Selling Stockholders, for any underwriting discounts and commissions on Shares sold by the Retiree Plan in the offering. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be reasonably satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ____Norman Goldberg and Gloria Pollack will act as representatives of the Xxxxxxx Xxxx, xach ix xxxxx xxxxxxal capacity to act for and on behalf of U.S. Trust Company, N.A. in its role as independent fiduciary of the Retiree Plan and __________ and _________________ will act as representatives of each the Selling StockholderStockholders other than the Retiree Plan. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each respective Selling StockholderStockholder that they represent, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling StockholderStockholders, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder Stockholders in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each such Selling Stockholder Stockholders in proportion to the number of Shares sold by each such Selling StockholderStockholders, to receive notices on behalf of each such Selling Stockholder Stockholders and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Wheeling Pittsburgh Corp /De/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Company, at a purchase price of $15.98 per share (the Selling Stockholders “Purchase Price Per Share”), the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number of Firm Shares increased as set forth on Schedule A annexed heretoin Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, subject to adjustment such adjustments as you may determine to avoid fractional shares. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, at the Purchase Price Per Share, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in accordance with Schedule A attached hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, in each case at a purchase price of $______ per Sharesubject to such adjustments as you may determine to avoid fractional shares. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholder hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themStockholder, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm SharesPurchase Price Per Share. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS Securities”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").Selling

Appears in 1 contract

Samples: Underwriting Agreement (Ilex Oncology Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company (for itself and each on behalf of the Selling StockholdersSeries A, severally and not jointly, agree as applicable) agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company (for itself and each on behalf of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment Series A, as you may determine to avoid fractional sharesapplicable) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ 10.00 per ShareFirm Security. The Company and each Selling Stockholder is advised by you understands that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date of the Registration Statement as in your judgment is the Representatives deem advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Registration Statement and the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Series A hereby grant grants to the several Underwriters the option (the “Overallotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany (for itself and on behalf of Series A, as applicable), ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company (for itself and on behalf of Series A, as applicable) for the Firm SharesSecurities. This option The Overallotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Overallotment Option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase (as defined below) purchase” nor earlier than the second business day after the date on which the option Overallotment Option shall have been exercised nor later than the tenth business day after the date on which the option Overallotment Option shall have been exercised. The Upon any exercise of the Overallotment Option, the number of Additional Shares Securities to be sold to to, and purchased by, each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (ROX Financial LP)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue, and each of the Company and the Selling StockholdersStockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such the Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed heretoattached hereto bears to the total number of Firm Shares, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ 26.635 per Share. The Each of the Company and each the Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholder hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersStockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant Any such election to irrevocable powers of attorney, which purchase Additional Shares shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder made in proportion to the number of Firm Shares to be sold by each the Company and the Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Technical Olympic Usa Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling StockholdersInterwest, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Interwest the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling StockholdersInterwest, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and Interwest, in each case at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is Interwest are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders listed on Schedule B hereto hereby grant to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersStockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company and Interwest for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholders listed on Schedule B hereto]. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").number

Appears in 1 contract

Samples: Corixa Corp

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ [·] per Shareshare. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), and subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (General Growth Properties, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling StockholdersStockholders agrees to sell, severally and not jointly, agree to issue and sell jointly to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you the Representative may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may beStockholder, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereofherewith, bears to the total number of Firm Shares, in each case at a purchase price of $______ 12.415 per Share. The Company and each Selling Stockholder is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersRepresentative), granted by each Selling Stockholder, ______________ Raja X. Xxxxxx and _________________ will Xxxxxxx X. Xxxxxxxx shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are authorizedis authorized , on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Firm Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Firm Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Rubicon Technology, Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number principal amount of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) Notes which bears the same proportion to the number principal amount of Firm Shares Notes to be sold by the Company or by such Selling Stockholders, as the case may be, as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe aggregate principal amount of Firm Notes to be sold by the Company, in each case at a purchase price of $______ per Share[ %] of the principal amount thereof. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number principal amount of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share Note to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesNotes. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) 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 principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number principal amount of Firm Shares Notes set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Notes.

Appears in 1 contract

Samples: Underwriting Agreement (Intermune Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ [·] per Firm Share (except in the case of any Shares to be re-sold by the Underwriters to the Manager, for which the purchase price shall be $[·] per Share). The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Option to Purchase Additional Shares”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares less an amount equal to any dividend or distribution payable on Firm Shares that is not also payable on the Additional Shares. This option The Option to Purchase Additional Shares may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option to Purchase Additional Shares is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option to Purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the option Option to Purchase Additional Shares shall have been exercised. The Upon any exercise of the Option to Purchase Additional Shares, the number of Additional Shares to be sold to to, and purchased by, 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Tremont Mortgage Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, each of the Selling Stockholders hereby grant listed on Schedule B hereto hereby, severally and not jointly, grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from each of the Selling StockholdersStockholders listed on Schedule B hereto, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. The aggregate number of Additional Shares to be purchased from each Selling Stockholder selling Additional Shares shall be determined by multiplying the maximum number of Additional Shares to be sold by each Selling Stockholder selling Additional Shares as set forth opposite their respective names on Schedule B hereto by a fraction, the numerator of which is the aggregate number of Additional Shares to be purchased by the Underwriters and the denominator of which is the aggregate maximum number of Additional Shares offered for purchase by each Selling Stockholder selling Additional Shares (to be adjusted by you so as to eliminate fractional shares). This option may be exercised by UBS (“UBS”) and Credit Suisse First Boston LLC (“CSFB” and, together with UBS, the Managing Underwriters Underwriters”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersStockholders listed on Schedule B hereto. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorneyattorney (individually, a “Power-of-Attorney” and collectively, the “Powers-of-Attorney”), which shall be reasonably satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxx and _________________ Xxxxxx X. Xxxxxx will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives attorneys-in-fact of the Selling Stockholders". The foregoing attorneys-in-fact (the “Attorneys-in-Fact of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Maidenform Brands, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ [9.65] per ShareUnit. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share Unit to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSecurities. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares Securities as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional sharesSecurities), subject to adjustment in accordance with Section 10 8 hereof. Pursuant In addition to irrevocable powers the discount from the public offering price of attorney$[10.00] per Unit represented by the purchase price set forth above, which shall be satisfactory the Company hereby agrees to counsel pay to the Underwriters a deferred discount of $[0.35] per Unit (for both Firm Securities and Additional Securities) purchased hereunder (the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder“Deferred Discount”). The foregoing representatives Deferred Discount will be payable from amounts on deposit in the Trust Account as described in the Registration Statement if and when the Company consummates an Initial Business Combination. The Underwriters hereby agree that if no Initial Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Public Stockholders, (i) the "Representatives Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the Trustee under the Trust Agreement is authorized to distribute the Deferred Discount as described in the Registration Statement. The Company hereby agrees that it will not make any amendments to the Trust Agreement or to schedules or exhibits to the Trust Agreement in such a manner as to adversely affect the right of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, Underwriters to receive the proceeds Deferred Discount as contemplated herein and therein without the written consent of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Underwriters.

Appears in 1 contract

Samples: Underwriting Agreement (Wattles Acquisition Corp)

Sale and Purchase. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the “Representatives”). The term “Representatives” also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company such amount of Designated Securities as shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount or liquidation preference, as applicable, of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the combined sales, management and each underwriting commission, the names of the Selling Stockholders Underwriters of such Designated Securities, the respective number names of Firm Shares the Representatives of such Underwriters and the principal amount or liquidation preference, as applicable, of such Designated Securities to be purchased by each Underwriter, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms extent not set forth in the ProspectusIndenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities, including whether they are convertible or exchangeable, at the option of the Company, into Preference Shares of the Company. You A Pricing Agreement shall be in the form of an executed writing (which may from be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Pricing Agreement shall be several and not joint. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus referred to below, as amended or supplemented. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon notice to the Company at least forty-eight hours’ prior to the Time of Delivery, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter against payment by such Underwriter or on its behalf of the Net Proceeds of such Designated Securities set forth in the Pricing Agreement, all in the manner and at the place, time to and date specified in such Pricing Agreement or at such other place and time increase or decrease and date as the public offering price after Representatives and the initial public offering to Company may agree upon in writing, such extent as you may determinetime and date being herein called the “Time of Delivery” for such Designated Securities. In addition, the Selling Stockholders hereby Company may grant to the several Underwriters in a Pricing Agreement the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number aggregate principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities to be purchased by each of them, all or a portion of an additional amount of Designated Securities (the Additional Shares Designated Securities”) as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesDesignated Securities, in such amount, at the same such purchase price per share to and during such period and on such other terms as shall be paid by set forth in the Underwriters to the Selling Stockholders for the Firm SharesPricing Agreement. This If granted, this option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereofof the Pricing Agreement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities as to which the option is being exercised, and the date and time when the Additional Shares Designated Securities are to be delivered (such date and time being herein referred to as the "additional time Time of purchase"Delivery); provided, however, that the additional time Time of purchase Delivery shall not be earlier than the time Time of purchase Delivery (as defined belowabove) 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. (As used in this Agreement, “business day” shall mean a day on which the New York Stock Exchange and the London Stock Exchange are open for trading.) The number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities to be sold to each Underwriter shall be equal to the number principal amount or liquidation preference, as applicable, of Designated Securities which bears the same proportion to the aggregate number principal amount or liquidation preference, as applicable, of Additional Shares Designated Securities being purchased as the number principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities as set forth opposite in the name of such Underwriter set forth on Schedule A annexed hereto Pricing Agreement bears to the total number aggregate principal amount or liquidation preference, as applicable, of Firm Shares Designated Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesAdditional Designated Securities not in multiples of $1,000), subject to adjustment . The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3 (No. 33-117208) and related base prospectus for the registration of the Securities in accordance with Section 10 hereofthe provisions of the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder (the “1933 Act”). Pursuant In addition, the Company shall, if applicable, prepare and file with the Commission a registration statement, or registration statements, on Form F-6 and a related prospectus for the registration under the 1933 Act of the ADSs. The registration statement on Form F-3, as amended, if applicable, to irrevocable powers the date on which it became effective prior to the date of attorneythis Agreement, which and the base prospectus constituting a part thereof at such date (including in each case all documents, if any, incorporated by reference into such documents to such date) are hereinafter referred to as the “Registration Statement” and the “Prospectus”, respectively, except that (i) if any revised base prospectus, or prospectus supplement, shall be satisfactory provided to counsel the Underwriters by the Company for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable use in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the SharesDesignated Securities which differs from the Prospectus (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) under the 1933 Act), the term “Prospectus” shall refer to distribute such revised base prospectus or include such prospectus supplement, as the balance of case may be, from and after the time such proceeds to each Selling Stockholder in proportion revised base prospectus or prospectus supplement is first provided to the number Underwriters for such use and (ii) if the Company files any documents pursuant to Section 13, 14 or 15 of Shares sold the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (the “1934 Act”), after the Registration Statement becomes effective and prior to the termination of the offering of the Designated Securities by each Selling Stockholderthe Underwriters, which documents are deemed to receive notices be or, in the case of a Report on behalf Form 6-K, are designated as being incorporated by reference into the Prospectus and Registration Statement pursuant to Form F-3 under the 1933 Act, the term “Prospectus” shall refer to said base prospectus as modified to include the documents so filed from and after the time said documents are filed with or furnished to the Commission. The registration statement on Form F-6, if applicable, for the registration of each Selling Stockholder the ADSs evidenced by ADRs, in the form in which it shall be declared effective by the Commission, and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")prospectus included therein are hereinafter called the “ADR Registration Statement” and the “ADR Prospectus”, respectively.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential PLC)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the aggregate number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, attached hereto in each case at a purchase price of $______ 13.89 per Common Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth calendar day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second New York business day after the date on which the option shall have been exercised nor later than the tenth New York 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Execution Copy (Charter Municipal Mortgage Acceptance Co)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally, and not jointly, agrees to purchase from the Company the aggregate number of Firm Shares set forth opposite the name of such Underwriter in SCHEDULE A(i) annexed hereto, in each case at a purchase price of U.S. $[___] per Share. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling StockholdersShareholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the aggregate number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A Selling Shareholder in SCHEDULE A(ii) annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of U.S. $[______ ] per Share, which is the same purchase price per Common Share at which the Company agrees to sell the Firm Shares being sold by the Company pursuant to the preceding sentence of this Section 1. The Company and each the Selling Stockholder is Shareholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement (the "EFFECTIVE DATE") as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company hereby grants the Underwriters shall have the right option (the "OVER-ALLOTMENT OPTION") to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with from the offering of the Firm SharesCompany, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders Shareholders for the Firm Shares. This option The Over-Allotment Option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The Over-Allotment Option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) calendar day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchaseADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor nor, unless you and the Company otherwise agree in writing, earlier than the second business day after the date on which the option shall have been exercised nor day(1), or later than the tenth business day day, after the date on which the option shall have been exercisedof such notice. The number of Additional Shares to be sold to purchased by 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 set forth on Schedule A SCHEDULE A(i) annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Dynacare Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ [ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, in connection with the Selling Stockholders sale of the Firm Shares, the Manager agrees to pay to UBS Securities LLC (“UBS”), for the account of the Underwriters, an amount equal to $[ ] per share for each Firm Share purchased by the Underwriters (the “Firm Share Manager Payment”), and in connection with the sale of any Optional Shares, the Manager agrees to pay to UBS, for the account of the Underwriters, an amount equal to $[ ] per share for each Optional Share (the “Optional Share Manager Payment”). In addition, the Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Provident Mortgage Capital Associates, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell sell, and the Selling Shareholders agree to sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Shareholders the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $______ per ShareADS. The Company and each the Selling Stockholder is Shareholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themCompany, all or a portion of the Additional Shares ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders Shareholders for the Firm SharesADSs. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option is being exercised, and the date and time when the Additional Shares ADSs are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which No Additional ADSs shall be satisfactory to counsel for sold or delivered unless the UnderwritersFirm ADSs previously have been, granted by each Selling Stockholderor simultaneously are, ______________ sold and _________________ will act as representatives of each Selling Stockholderdelivered. The foregoing representatives (the "Representatives right of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, Underwriters to execute purchase the Additional ADSs or any documents necessary or desirable in connection with the sale of the Shares portion thereof may be exercised from time to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale time and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as extent not previously exercised may be necessary or desirable in connection with surrendered and terminated at any time upon notice by you to the transactions contemplated by this Underwriting Agreement (this "Agreement")Company.

Appears in 1 contract

Samples: Underwriting Agreement (Kongzhong Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters Representatives jointly on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Jxxxxxx Xxxx and _________________ Hope Ni will act as representatives of each the Selling StockholderStockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling StockholderStockholder (including the determination of the purchase price per Share), to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Comtech Group Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forthhereof, (a) the Company Partnership will issue and sell to each Purchaser on the Initial Closing Date, and each of the Selling StockholdersPurchaser hereby agrees, severally and not jointly, agree to purchase from the Partnership on the Initial Closing Date, such Purchaser’s respective Purchased Units on Initial Closing Date and a Warrant to purchase a number of Warrant Exercise Units, as set forth on Schedule A hereto, upon receipt by the Partnership of the Aggregate Purchase Price on Initial Closing Date for such Purchased Units and Warrant minus such Purchaser’s Reimbursable Expenses; and (b) the Partnership will issue and sell to each Purchaser on the respective Underwriters Second Closing Date, and each of the UnderwritersPurchaser hereby agrees, severally and not jointly, agrees to purchase from the Company Partnership on the Second Closing Date, such Purchaser’s respective Purchased Units on Second Closing Date and each of the Selling Stockholders the respective a Warrant to purchase a number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling StockholdersWarrant Exercise Units, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed B hereto, subject upon receipt by the Partnership of the Aggregate Purchase Price on Second Closing Date for such Purchased Units and Warrant minus such Purchaser’s Reimbursable Expenses. A Purchaser may designate an Affiliate of the Purchaser to adjustment in accordance with Section 8 hereof, in each case acquire the Warrant otherwise issuable to such Purchaser at a purchase price Closing and such Affiliate designee shall be deemed an assignee of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions all of the Firm Shares as soon after the effective date rights and obligations of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering designating Purchaser with respect to such extent as you may determine. In additionWarrant (other than the obligation to pay the Aggregate Purchase Price, which shall be deemed paid upon payment of the Selling Stockholders hereby grant to Aggregate Purchase Price by the several Underwriters the option to purchase, designating Purchaser) and upon the basis of shall make the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made Purchaser in connection with the offering respect of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm SharesWarrants under such Article IV. This option may be exercised by the Managing Underwriters on behalf Any such Affiliate designee of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 a Purchaser 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 set forth listed on Schedule A annexed and Schedule B hereto bears (with a notation of the Purchaser in respect of whom it is an Affiliate designee and the Warrant (and applicable Warrant Exercise Units) to the total number of Firm Shares (subject, in each case, be issued to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement"designee at a Closing).

Appears in 1 contract

Samples: Purchase Agreement (NGL Energy Partners LP)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ [ ] per Shareshare. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as [ ] bears to [ ], and the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to [ ], subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares. Pursuant to irrevocable powers of attorney, attorney (the "Powers of Attorney") granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS and Bear, granted by each Selling StockholderXxxxxxx & Co. Inc. ("Bear")), ______________ Banc of America Securities LLC and _________________ will Wachovia Capital Markets, LLC shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Cpi International, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you the Representatives may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereofherewith, in each case at a purchase price of $______ 6.58 per Share. The Company and each Selling Stockholder is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Lemaitre Vascular Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Stockholder agrees to issue and sell to the respective Underwriters Underwriter and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company and each of Selling Stockholder the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 10.00 per Share. The Company and each the Selling Stockholder is are advised by you the Underwriter that the Underwriters intend it intends (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriter deems advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholder hereby grant grants to the several Underwriters Underwriter the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themStockholder, all or a portion of the Additional Shares 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 Underwriters Underwriter to the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters Underwriter at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Hersha Hospitality Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) and Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS and Xxxxx Xxxxxxx on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS and Xxxxx Xxxxxxx), granted by each Selling Stockholder, ______________ Xxxx Xxxxx and _________________ will Xxxxxxx Xxxxxxx shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Renewable Energy Group, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Company, the respective number of Firm Shares (subject to such adjustment as you Deutsche Bank Securities Inc. ("DBSI") may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $______ [ ] per Shareshare. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters DBSI on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you DBSI may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (PGT, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company New FreightCar America agrees to issue and sell and each of the Selling StockholdersStockholders agrees to sell, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees agree to purchase from the Company New FreightCar America and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as adjustments you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company New FreightCar America or by such Selling Stockholders, as the case may be, as the such number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $______ $ per Share. The Company public offering price of the Shares is not in excess of the price recommended by USB Securities LLC, acting as “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the NASD (the “Independent Underwriter”). New FreightCar America and each Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders New FreightCar America for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written upon notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) ), but it may be on the same day as the Time of Purchase, 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 at the Additional Time of Purchase as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Xxxxxxx X. Xxxxxxxxx, III and _________________ Xxxxx X. Xxxxx will act as representatives of each the Selling StockholderStockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (FreightCar America, Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Trust agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of Trust the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the aggregate number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject plus any additional number of Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, in each case at a purchase price of $______ 23.825 per Share. The Company and each Selling Stockholder Trust is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Trust hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersTrust, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Trust for the Firm Shares. This option may be exercised by the Managing Underwriters UBS and Citigroup Global Markets Inc., Wachovia Capital Markets, LLC, X.X. Xxxxxxx & Sons, Inc., H&R Block Financial Advisors, Inc., RBC Capital Markets Corporation, Advest, Inc., Xxxxxx, Xxxxx Xxxxx, Incorporated, J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. and PNC Capital Markets, Inc. on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth forty-fifth day following the date hereof, by written notice to the Company and the Selling StockholdersTrust. 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 the Additional Shares are to be delivered (each such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) nor earlier than the second business day day1 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (BlackRock Global Opportunities Equity Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to 4.1 (A) In accordance with the terms and conditions herein set forthof this Contract, from and after the Company and each of the Selling StockholdersUnit One Testing Date, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, Seller agrees to purchase from the Company sell, and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option Purchaser agrees to purchase, and upon the basis all of the representations New Mill's and, after the completion of the connecting lines between the Facility and warranties and subject to the terms and conditions herein set forthOld Mill, the Underwriters shall have the right to purchase, severally and not jointly, Old Mill's electricity requirements from the Selling StockholdersFacility (whether such lines will be built shall be decided by Purchaser), ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase (i) Seller shall not be earlier obligated to provide at any time more than the time capacity number (in kilowatts) used to calculate the Minimum Take; and (ii) Seller's obligations to sell energy to Purchaser are subject to Seller's obligations under the Power Purchase and Sale Contract. Purchaser may not purchase any electricity from any third party unless and only to the extent the Facility is unable to provide all of purchase (as defined below) nor earlier than the second business day New Mill's and, after the date on which completion of the option connecting lines between the Facility and the Old Mill, the Old Mill's electricity requirements. If Purchaser anticipates any material change in its demand for power, it shall have been exercised nor later than notify Seller immediately. Upon written request by Purchaser, Seller may (but shall not be obligated to) adjust the tenth business day capacity number (in kilowatts) used to calculate the Minimum Take. From and after the date on which Unit One Testing Date, Purchaser shall pay Seller for energy by making Purchaser Energy Payments in accordance with (i) the option shall have been exercisedApproval Reply Concerning the Method for Calculating the Price for the Electricity Sold to the Grid from Jiaozuo Wan Fang Power Company Limited (2x125MW Units) by the Henan Provxxxxxx Pricing Bureau (Yu Jia Gong Zi No. The number of Additional Shares 088 (1998)) including its Appendix, Method fox Xxxxxxxting the Price for the Electricity Sold to be the Grid from Jiaozuo Wan Fang Power Company Limited (attached hereto as Appendix A) and (xx) Xxction 11, provided that the price for energy sold to each Underwriter hereunder shall be the number which bears same as the same proportion price for energy sold to HEPC pursuant to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Power Purchase and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Sale Contract.

Appears in 1 contract

Samples: Power Purchase and Sale Contract (Aes China Generating Co LTD)

Sale and Purchase. Upon On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Forward Purchaser (with respect to the Borrowed Firm Shares) and the Company and each of the Selling Stockholders, severally and not jointly, agree (with respect to issue and sell to the respective Underwriters and each of the Underwritersany Company Top-Up Firm Shares), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Forward Purchasers (with respect to the Borrowed Firm Shares) and the Company and each (with respect to any Company Top-Up Firm Shares), at a purchase price of $17.28 (the Selling Stockholders the respective number of “Purchase Price”) per Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Share, the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter. The obligations of the Forward Purchasers to be sold by sell the Company or by such Selling Stockholders, as Borrowed Firm Shares under this Agreement are several and not joint. Each Forward Purchaser’s obligations extend solely to the case may be, as the respective number of Borrowed Firm Shares set forth opposite the name of such Underwriter set forth on Forward Purchaser in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereofI under the heading “Number of Borrowed Firm Shares To Be Sold”, in each case case, at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determinePurchase Price. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right option to purchasepurchase pursuant to clause (a) or clause (b) below as applicable, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same a purchase price per share Additional Share equal to be paid the Purchase Price less an amount per Additional Share equal to any dividends or distributions declared by the Underwriters to the Selling Stockholders for Company and payable on the Firm SharesShares but not payable on the Additional Shares (the “Additional Shares Purchase Price”). This The option hereby granted will expire 30 days after the date hereof and may be exercised by the Managing Underwriters on behalf of no more than twice, in whole or in part, during such 30-day period upon notice by the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice Representatives to the Company and the Selling Stockholders. Such notice shall set Forward Purchasers setting forth the aggregate number of Additional Shares as to which the several Underwriters are then exercising the option is being exercised, and the date and time when the of payment and delivery for such Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Time”); provided, however, that the additional time of purchase Option Closing Time shall not be later than three full business days (and shall not, without the consent of the Company, be earlier than two full business days) after the time exercise of purchase such option, nor in any event prior to 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make Following delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").an exercise notice:

Appears in 1 contract

Samples: Underwriting Agreement (NETSTREIT Corp.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and each of sell, and the Selling StockholdersStockholder agrees to sell, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, as applicable, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such and the Selling StockholdersStockholder, as the case may berespectively, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase price of $______ per Share. The Company and each the Selling Stockholder is are each advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholder hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersStockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares; provided, however, that in the event that the exercise of the option by the Underwriters results in the purchase of less than all of the Additional Shares, such exercise or exercises shall be satisfied in the manner set forth on Schedule B attached hereto. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Atari Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you UBS may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ 7.505 per Share. The Company and each Selling Stockholder is advised by you UBS that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS may determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein hereinafter referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) 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 set forth on Schedule A annexed hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Mfa Mortgage Investments)

Sale and Purchase. Upon (a) In connection with the basis of the representations and warranties IPO Indication, and subject to the terms and satisfaction of the conditions herein set forthforth in Section 1(b) of this Agreement, the Company and each of the Selling Stockholders, severally and not jointly, agree Sponsor hereby agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Investor [(i)] [●] Founder Shares (subject to such adjustment as you may determine to avoid fractional shares, the “Transferred Shares”) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company [and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and [(ii) initially to offer the Firm Shares upon )] [●] Private Placement Warrants, which shall have the terms set forth in a Warrant Agreement to be entered into by the Prospectus. You may from time SPAC and a warrant agent on the date of the closing of the IPO applicable to time increase “Private Placement Warrants” held by the Sponsor or decrease the public offering price after the initial public offering to any of its “Permitted Transferees” (each as defined therein) (such extent as you may determine. In additionwarrants, the Selling Stockholders hereby grant to “Transferred Warrants”)] for an aggregate purchase price of $[●] (the several Underwriters “Transfer Price”) on the option to purchasedate of the closing of the IPO, and upon Investor hereby agrees to purchase the basis Transferred Shares (the “Share Transfer”) [and the Transferred Warrants (the “Warrant Transfer”)]”)]; provided, that each of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to Transferred Shares[, the number of Transferred Warrants] and the Transfer Price shall be purchased by each increased or decreased proportionately in the event the number of themUnits offered in the IPO is increased or decreased, all or a portion respectively; provided, further, that in the event of the Additional Shares as may be necessary to cover exercise of the underwriters’ over-allotments made allotment option in connection with the offering IPO, the number of Transferred Shares[, the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf number of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company Transferred Warrants] and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase Transfer Price shall not be earlier than adjusted as a result of such exercise. Concurrently with the time Share Transfer [and the Warrant Transfer], in consideration for the transfer of purchase (as defined below) nor earlier than the second business day after Transferred Shares [and the date on which Transferred Warrants], Investor shall pay 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 Transfer Price to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears Sponsor in immediately available funds by means reasonably acceptable to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Sponsor.

Appears in 1 contract

Samples: Investment Agreement (AxonPrime Infrastructure Acquisition Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 14.196875 per Shareshare. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), and subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company New FreightCar America agrees to issue and sell and each of the Selling StockholdersStockholders agrees to sell, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company New FreightCar America and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as adjustments you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company New FreightCar America or by such Selling Stockholders, as the case may be, as the such number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $______ 17.67 per Share. The Company public offering price of the Shares is not in excess of the price recommended by UBS Securities LLC (“UBS”), acting as “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the NASD (the “Independent Underwriter”). Xxx XxxxxxxXxx Xxxxxxx and each Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themrespective amounts set forth in Schedule B annexed hereto, all or a portion of the Additional Shares 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 Underwriters to New FreightCar America and the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written upon notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time “Additional Time of purchase"Purchase”); provided, however, that the additional time Additional Time of purchase Purchase shall not be earlier than the time Time of purchase Purchase (as defined below) ), but it may be on the same day as the Time of Purchase, 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 by any Selling Stockholder to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased from such Selling Stockholder at the Additional Time of Purchase as the number of Firm Additional Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Additional Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Xxxxxxx X. Xxxxxxxxx, III and _________________ Xxxxx X. Xxxxx will act as representatives of each the Selling StockholderStockholders. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (FreightCar America, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you the Underwriters may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares; in each case at a purchase price of $______ 13.4610 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, subject to such adjustment as you the Underwriters may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Additional Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to 1,050,000 subject to such adjustment as the Underwriters may determine solely to eliminate fractional shares. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for attorney (the Underwriters, “Powers of Attorney”) granted by each Selling StockholderStockholder (which Powers of Attorney shall be reasonably satisfactory to the Underwriters), ______________ each of J. Xxxxx Xxxxxxxx and _________________ will Xxxxxxx Xxxxxx, as officers of the Company, shall act as representatives attorneys-in-fact of each the Selling StockholderStockholders controlled by TA Associates, Inc. and Xxxxxx & Xxxxxx LLP shall act as representative of the Selling Stockholders controlled by The CapStreet Group, LLC. The Each of the foregoing representatives (the "Representatives each, a “Representative of the Selling Stockholders") are is authorized, on behalf of each such Selling StockholderStockholder whom it represents, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Custody Agreement (Cardtronics Inc)

Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, Stockholders agree to issue and sell to the Stockholder Shares in the respective Underwriters and each of amounts set forth opposite their respective names in Schedule C-1 hereto to the Underwriters, severally and not jointly, agrees the Underwriters agree to purchase from the Company and each of the Selling Stockholders the respective number of Firm Stockholder Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name names of such Underwriter set forth Underwriters on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at C-2 hereto for a purchase price per share of $______ per Share30.87. The Company and each the Selling Stockholder is Stockholders have been advised by you that the Underwriters intend (i) that they propose to make a public offering of their respective portions of the Firm Shares as soon after the this Agreement has become effective date as in their judgment is advisable. The pricing terms of the Registration Statement purchase of the Stockholder Shares by the Underwriters and the pricing terms of the offering of the Stockholder Shares to the public are as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determineSchedule A hereto. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations representations, warranties and warranties agreements contained herein and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Option Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, respective amounts set forth opposite their respective names in Schedule C-1 hereto at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm SharesStockholder Shares as set forth opposite the names of such Underwriters on Schedule C-2 hereto. This option may be exercised by the Managing Underwriters 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 the Selling Stockholders, which notice may be electronic (“Option Shares Notice”). Such notice The Option Shares Notice shall set forth the aggregate number of Additional Option Shares as to which the option is being exercised, and the date and time when the Additional Option Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Date”); provided, however, that the additional time of purchase Option Closing Date shall not be earlier than the time of purchase Closing Date (as defined below) nor earlier than the second (2nd) business day after the date on which the option for Option Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the option shall have been exercised. The number As of Additional Shares to be sold to each Underwriter shall be the number which bears Option Closing Date, the same proportion Selling Stockholders will sell to the aggregate number of Additional Shares being purchased as Underwriters, and the Underwriters will purchase, the number of Firm Option Shares set forth opposite in the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Option Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Notice.

Appears in 1 contract

Samples: Underwriting Agreement (Napco Security Technologies, Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Company, at a purchase price of $15.98 per share (the Selling Stockholders "Purchase Price Per Share"), the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto (or such number of Firm Shares increased as set forth on Schedule A annexed heretoin Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, subject to adjustment such adjustments as you may determine to avoid fractional shares. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, at the Purchase Price Per Share, the number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in accordance with Schedule A attached hereto (or such number of Firm Shares increased as set forth in Section 8 hereof) bears to the aggregate number of Firm Shares to be sold by the Sellers, in each case at a purchase price of $______ per Sharesubject to such adjustments as you may determine to avoid fractional shares. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholder hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of themStockholder, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm SharesPurchase Price Per Share. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS Securities") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").Selling

Appears in 1 contract

Samples: Underwriting Agreement (Ilex Oncology Inc)

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Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the other terms and conditions herein set forth, the Company and each of the Selling StockholdersShareholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling StockholdersShareholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $____________ per Share. The Company and each Selling Stockholder Shareholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement Effective Date as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm Shares, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional -------- ------- time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Cryolife Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Stockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) ), nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The Upon any exercise of the Over-Allotment Option, and subject to such adjustment as UBS may determine to avoid fractional shares: (i) the number of Additional Shares to be sold to purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased (the “Option Purchased Amount”) as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Shares, subject to adjustment in accordance with Section 10 11 hereof; (ii) the number of Additional Shares to be purchased from the Company shall be the number which bears the same proportion to the Option Purchased Amount as the number of Company Firm Shares bears to the total number of Firm Shares; and (iii) the number of Additional Shares to be purchased from each Selling Stockholder shall be the number which bears the same proportion to the Option Purchased Amount as the number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule C annexed hereto bears to the total number of Firm Shares. Pursuant to irrevocable powers of attorney, attorney granted by each Selling Stockholder (which powers of attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ Xxxxx X. Xxxxxxx and _________________ will Xxxx X. Xxxxx shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (ICF International, Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you UBS may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ 8.8106 per Share. The Company and each Selling Stockholder is advised by you UBS that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as UBS may determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein hereinafter referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) 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 set forth on Schedule A annexed hereto bears to the total aggregate number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Mfa Mortgage Investments)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 15.61425 per ShareShare (the public offering price of $16.35 per Share shall apply to the 60,000 Shares (120,000 Shares in the aggregate) that the Underwriters have reserved for sale to each of Xxxxxxx X. Xxxxxxx, the Company’s Chairman and Chief Executive Officer, and Xxxxxxx X. Xxxx, the Company’s President). The Company and each Selling Stockholder is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Xxxxxxx Xxxxx on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you Xxxxxxx Xxxxx may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Extra Space Storage Inc.)

Sale and Purchase. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Cornerstone Investors or failing which, to the several International Underwriters, and each of the International Underwriters, severally (and not jointlyjointly or jointly and severally), agrees to sell to the Cornerstone Investors or failing which, purchase itself or through its Affiliates from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Exempt Offer Shares set forth opposite the name of such International Underwriter set forth on in column A of Schedule A annexed hereto, I hereto (subject to any reallocation by the Joint Global Coordinators of Offer Shares between the International Offering and the Hong Kong Public Offering and subject to adjustment in accordance with Section 8 hereof), in each case at a purchase price the Offer Price. Upon the authorization by the Joint Global Coordinators of $______ per Sharethe release of the Exempt Offer Shares, the several International Underwriters propose to offer the Exempt Offer Shares for sale. The Company acknowledges and each Selling Stockholder is advised by you agrees that the Underwriters intend (i) to make a public offering sale of their respective portions Exempt Offer Shares by each International Underwriter shall be by it as agent of the Firm Shares as soon after Company under applicable Laws to effect the effective date sale to the Cornerstone Investors of the Registration Statement Exempt Offer Shares (in which case the purchase obligation of such International Underwriter under this subsection (a) shall be reduced pro tanto) or, failing which, as in your judgment is advisable and (ii) initially principal to offer the Firm purchase Exempt Offer Shares upon the terms set forth in the Prospectus. You may from time to time increase itself or decrease the public offering price after the initial public offering to such extent as you may determine. In additionthrough its Affiliates, and, accordingly, the Selling Stockholders hereby grant Company appoints the International Underwriters as agents under applicable Laws and confers on them the powers, authority and discretion on behalf of the Company that are necessary solely to sell the Exempt Offer Shares to the several Underwriters the option to purchase, and Cornerstone Investors upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that any International Underwriter selling Exempt Offer Shares as agent of the additional time of purchase shall not be earlier than the time of purchase Company pursuant to this subsection (as defined belowa) 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 and under applicable Laws will remain obligated to be sold to each Underwriter shall be the number which bears the same proportion pay to the aggregate number of Additional Company the Offer Price for such Exempt Offer Shares being purchased as the number of Firm if such International Underwriter were purchasing such Exempt Offer Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereofprincipal. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives In view of the Selling Stockholders") are authorizedforegoing, on behalf a purchase of each Selling Stockholder, to execute any documents necessary or desirable in connection with Exempt Offer Shares may include a subscription for Exempt Offer Shares of the Company and a sale of Exempt Offer Shares may include an allotment of Exempt Offer Shares by the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Company.

Appears in 1 contract

Samples: Exempt Offering Underwriting Agreement (HUTCHMED (China) LTD)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Stockholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Stockholder the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ 10.9825 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date filing of the Registration Statement prospectus supplement required to be filed pursuant to Rule 424(b) as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price of the Shares after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholder hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Stockholder ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (World Wrestling Entertainmentinc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, The Purchaser agrees to purchase the Goods from the Company Seller and each the Seller agrees to sell the Goods to the Purchaser. The Seller reserves the right to refuse to accept an order from the Purchaser and such refusal shall be at the absolute discretion of the Selling Stockholders Seller. The Purchaser shall not be entitled to cancel in whole or in part any order which the respective number Seller has accepted or its acceptance of Firm Shares (subject any quotation of the Seller in either case whether orally or in writing without the Seller's written agreement. If the Seller agrees to such adjustment cancellation, the Purchaser shall reimburse the Seller for all costs, losses and expenses incurred by it as you may determine a result of the cancellation. The Seller reserves the right to avoid fractional shares) which bears the same proportion make any changes in any specification relating to the number Goods which are required to conform to any applicable safety or other requirements or which do not materially affect the quality or performance of Firm Shares the Goods. All specifications, drawings and technical documents supplied to be sold the Purchaser by the Company or by such Selling Stockholders, as Seller are supplied solely for the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions use of the Firm Shares as soon after Purchaser in connection with the effective Goods and such specifications, drawings and/or technical documents shall not be communicated to any third party without the prior written consent of the Seller. Any performance figures quoted or referred to in any specification of the Contract are estimates only based on compliance by the Purchaser with the operating instructions contained in the current User Manual at the date of the Registration Statement as Seller's acceptance of order, and the operation of the Goods by suitably qualified staff. No order submitted by the Purchaser shall be deemed to be accepted by the Seller unless and until confirmed in your judgment is advisable Writing by the Seller's authorised representative. The quantity, quality and (ii) initially to offer description of any specification for the Firm Shares upon the terms Goods shall be those set forth out in the ProspectusSeller's quotation (if accepted by the Purchaser) or the Purchaser's order (if accepted by the Seller). You may TERMS OF PAYMENT Payment of invoices shall be made within 30 days from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determinedate of invoice unless otherwise agreed. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters The Seller shall have the right to purchase, severally and not jointly, from charge a Credit Administration Charge on overdue accounts at the Selling Stockholders, ratably in accordance with the number rate of Firm Shares to be purchased by each of them, all or a portion 5% of the Additional Shares as may be necessary to cover over-allotments made in connection with invoice total. The price is exclusive of any Value Added Tax applicable at the offering date of the Firm Sharesinvoice and which shall be payable in addition. This amount shall be charged separately on any quotation. The Seller reserves the right, at the same purchase price per share to be paid by the Underwriters giving notice to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters Purchaser at any time and from time before delivery, to time on or before increase the thirtieth day following price of the date hereof, by written notice Goods to reflect any increase in the cost to the Company and Seller which is due to any factor beyond the Selling Stockholders. Such notice shall set forth control of the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered Seller (such date and as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, materials or other costs of manufacture), any change in delivery dates, quantities or specifications for the Goods which is requested by the Purchaser or any delay caused by the instructions of the Purchaser or failure of the Purchaser to give the Seller adequate information or instructions. The Seller shall be entitled to invoice the Purchaser for the price of the Goods upon delivery or at any time being herein referred after the Goods have been delivered. However, if the Goods are collected by the Purchaser the Seller shall be entitled to as invoice the "additional Purchaser for the price of the Goods at any time of purchase"); provided, however, after the Seller has informed the Purchaser that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel Goods are ready for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")collection.

Appears in 1 contract

Samples: www.suigeneris.co.uk

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ US$[·] per Shareshare in the case of Firm Shares sold by the Underwriters in U.S. dollars and C$[·] per share in the case of Firm Shares sold by the Underwriters in Canadian dollars. Any Firm Shares not sold by the Underwriters as of the date of the closing will be purchased from the Company at the prices set out above in U.S. dollars or Canadian dollars at the sole discretion of the Underwriters. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement and the date of the final receipt from the Canadian Authorities for the Canadian Base PREP Prospectus, respectively, as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the ProspectusProspectus and the Canadian Offering Documents. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. The Company acknowledges and agrees that, as applicable, the Underwriters may offer and sell Shares in the Canadian Qualifying Jurisdictions to or through their respective Canadian broker-dealer affiliates, and may offer and sell Shares in the United States to or through their respective U.S. broker-dealer affiliates as contemplated under the heading “Plan of Distribution” in the Canadian Prospectus. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price prices per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm Shares, in each case less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Power Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue, and each of the Company and the Selling StockholdersStockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such the Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule in SCHEDULE A annexed heretoattached hereto bears to the total number of Firm Shares, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ [ ] per Share. The Each of the Company and each the Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholder hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersStockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule SCHEDULE A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Technical Olympic Usa Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersShareholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Shareholder, the respective number of Firm Shares ADSs (subject to such adjustment as you the Representatives may determine to avoid fractional sharesADSs) which bears the same proportion to the total number of Firm Shares ADSs to be sold by the Company or by such Selling StockholdersShareholder, as the case may be, as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm ADSs, in each case at a purchase price of $______ [—] per ShareFirm ADS. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Stockholders Shareholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersShareholders, ratably in accordance with the number of Firm Shares ADSs to be purchased by each of them, all or a portion of the Additional Shares ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Stockholders Shareholders for the Firm SharesADSs. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersShareholders. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares ADSs are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesADSs), subject to adjustment in accordance with Section 10 11 hereof. Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of Company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Shareholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Shareholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Shareholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersRepresentatives), granted by each Selling Stockholder, ______________ [name] and _________________ will [name] shall act as representatives of each the Selling StockholderShareholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders"Shareholders) are is authorized, on behalf of each Selling StockholderShareholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares Offered ADSs to be sold hereunder by each such Selling StockholderShareholder, to make delivery of the certificates of such SharesOffered ADSs, to receive the proceeds of the sale of such SharesOffered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder Shareholder in connection with the sale and public offering of the SharesOffered ADSs, to distribute the balance of such proceeds to each such Selling Stockholder in proportion to the number of Shares sold by each Selling StockholderShareholder, to receive notices on behalf of each such Selling Stockholder Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Mecox Lane LTD)

Sale and Purchase. Upon the basis of the representations and warranties warranties, and subject to the terms and conditions herein set forth, the Company agrees to issue and each of sell, and the Selling StockholdersStockholder agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such the Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 12 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ [ ] per Share. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 12 hereof. Pursuant to irrevocable powers of attorney, which All Additional Shares shall be satisfactory to counsel for purchased by the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (Underwriters from the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Company.

Appears in 1 contract

Samples: Underwriting Agreement (WorldSpace, Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriter and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Stockholder the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Selling Stockholder in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 19.90 per Share. The Company and each Each Selling Stockholder is advised by you that you intend to offer the Underwriters intend (i) Shares for sale to make a the public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement this Agreement has been entered into as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereofadvisable. Pursuant to irrevocable powers of attorneyattorney (individually, a “Power-of-Attorney” and collectively, the “Powers-of-Attorney”), which shall be reasonably satisfactory to counsel for the UnderwritersUnderwriter, granted by each Selling Stockholder, ______________ Xxxxxx X. Xxxx, Xxxxxx X. Xxxxxx and _________________ Xxxxxx X. Xxxxxx will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives attorneys-in-fact of the Selling Stockholders". The foregoing attorneys-in-fact (the “Attorneys-in-Fact of the Selling Stockholders”) are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Maidenform Brands, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Stockholder agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed heretoA, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ $ per Share. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Stockholder hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersStockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 At any additional time of purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, the respective number of Additional Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional Shares being purchased at such additional time of purchase as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Huron Consulting Group Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares Securities (subject to such adjustment as you the Representatives may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ 24.2125 per ShareSecurity. The Company and each Selling Stockholder is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to avoid fractional shares), all or a portion of the Additional Shares Securities as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSecurities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. This option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such Each such notice shall set forth the aggregate number of Additional Shares Securities as to which the option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the an additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day Business Day after the date on which the option shall have been exercised. The number of Additional Shares Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").the

Appears in 1 contract

Samples: Underwriting Agreement (Annaly Capital Management Inc)

Sale and Purchase. Particular sales of Designated Securities may be made from time to time to the Underwriters of such Designated Securities, for whom the firms designated as representatives of the Underwriters of such Designated Securities in the Pricing Agreement relating thereto will act as representatives (the "Representatives"). The term "Representatives" also refers to a single firm acting as sole representative of the Underwriters and to an Underwriter or Underwriters who act without any firm being designated as its or their representatives. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company such amount of Designated Securities as shall be evidenced by the Pricing Agreement with respect to the Designated Securities specified therein. Each Pricing Agreement shall specify the aggregate principal amount of such Designated Securities, the initial public offering price of such Designated Securities, the purchase price to the Underwriters of such Designated Securities, the combined sales, management and each underwriting commission, the names of the Selling Stockholders Underwriters of such Designated Securities, the respective number names of Firm Shares the Representatives of such Underwriters and the principal amount of such Designated Securities to be purchased by each Underwriter, and shall set forth the date, time and manner of delivery of such Designated Securities and payment therefor. The Pricing Agreement shall also specify (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms extent not set forth in the ProspectusIndenture and the registration statement and prospectus with respect thereto) the terms of the Designated Securities, including whether they are convertible, at the option of the Company, into other securities of the Company. You A Pricing Agreement shall be in the form of an executed writing (which may from be in counterparts), and may be evidenced by an exchange of facsimile communications or any other rapid transmission device designed to produce a written record of communications transmitted. The obligations of the Underwriters under each Pricing Agreement shall be several and not joint. Upon the execution of the Pricing Agreement applicable to any Designated Securities and authorization by the Representatives of the release of such Designated Securities, the several Underwriters propose to offer such Designated Securities for sale upon the terms and conditions set forth in the Prospectus referred to below, as amended or supplemented. Designated Securities to be purchased by each Underwriter pursuant to the Pricing Agreement relating thereto, in the form specified in such Pricing Agreement, and in such authorized denominations and registered in such names as the Representatives may request upon notice to the Company at least forty-eight hours' prior to the Time of Delivery, shall be delivered by or on behalf of the Company to the Representatives for the account of such Underwriter against payment by such Underwriter or on its behalf of the Net Proceeds of such Designated Securities set forth in the Pricing Agreement, all in the manner and at the place, time to and date specified in such Pricing Agreement or at such other place and time increase or decrease and date as the public offering price after Representatives and the initial public offering to Company may agree upon in writing, such extent as you may determinetime and date being herein called the "Time of Delivery" for such Designated Securities. In addition, the Selling Stockholders hereby Company may grant to the several Underwriters in a Pricing Agreement the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number aggregate principal amount of Firm Shares Designated Securities to be purchased by each of them, all or a portion of an additional amount of Designated Securities (the "Additional Shares Designated Securities") as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesDesignated Securities, in such amount, at the same such purchase price per share to and during such period and on such other terms as shall be paid by set forth in the Underwriters to the Selling Stockholders for the Firm SharesPricing Agreement. This If granted, this option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereofof the Pricing Agreement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Designated Securities as to which the option is being exercised, and the date and time when the Additional Shares Designated Securities are to be delivered (such date and time being herein referred to as the "additional time Time of purchase"Delivery); provided, however, that the additional time Time of purchase Delivery shall not be earlier than the time Time of purchase Delivery (as defined belowabove) 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. (As used in this Agreement, "business day" shall mean a day on which the New York Stock Exchange and the London Stock Exchange are open for trading.) The number principal amount of Additional Shares Designated Securities to be sold to each Underwriter shall be equal to the number principal amount of Designated Securities which bears the same proportion to the aggregate number principal amount of Additional Shares Designated Securities being purchased as the number principal amount of Firm Shares Designated Securities as set forth opposite in the name of such Underwriter set forth on Schedule A annexed hereto Pricing Agreement bears to the total number aggregate principal amount of Firm Shares Designated Securities (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesAdditional Designated Securities not in multiples of $1,000), subject to adjustment . The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form F-3 (No. 33-103500) and related base prospectus for the registration of the Securities in accordance with Section 10 hereof. Pursuant to irrevocable powers the provisions of attorneythe Securities Act of 1933, which shall be satisfactory to counsel for as amended, and the Underwriters, granted by each Selling Stockholder, ______________ rules and _________________ will act as representatives regulations of each Selling Stockholder. The foregoing representatives the Commission thereunder (the "Representatives 1933 Act"). The registration statement on Form F-3, as amended, if applicable, to the date on which it became effective prior to the date of this Agreement, and the Selling Stockholders"base prospectus constituting a part thereof at such date (including in each case all documents, if any, incorporated by reference into such documents to such date) are authorizedhereinafter referred to as the "Registration Statement" and the "Prospectus", on behalf of each Selling Stockholderrespectively, except that (i) if any revised base prospectus, or prospectus supplement, shall be provided to execute any documents necessary or desirable the Underwriters by the Company for use in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the SharesDesignated Securities which differs from the Prospectus (whether or not such revised prospectus is required to be filed by the Company pursuant to Rule 424(b) under the 1933 Act), the term "Prospectus" shall refer to distribute such revised base prospectus or include such prospectus supplement, as the balance of case may be, from and after the time such proceeds to each Selling Stockholder in proportion revised base prospectus or prospectus supplement is first provided to the number Underwriters for such use and (ii) if the Company files any documents pursuant to Section 13, 14 or 15 of Shares sold by each Selling Stockholderthe Securities Exchange Act of 1934, to receive notices on behalf as amended, and the rules and regulations of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement Commission thereunder (this the "Agreement1934 Act"), after the Registration Statement becomes effective and prior to the termination of the offering of the Designated Securities by the Underwriters, which documents are deemed to be or, in the case of a Report on Form 6-K, are designated as being incorporated by reference into the Prospectus and Registration Statement pursuant to Form F-3 under the 1933 Act, the term "Prospectus" shall refer to said base prospectus as modified to include the documents so filed from and after the time said documents are filed with or furnished to the Commission.

Appears in 1 contract

Samples: Prudential PLC

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholders, in each case at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day(1) 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").than

Appears in 1 contract

Samples: Underwriting Agreement (Harmonic Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling StockholdersStockholder, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ $ per Share. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each the Selling Stockholder, ______________ and _________________ Cxxxx P.X. Xxxxx will act as representatives the representative of each the Selling Stockholder. The foregoing representatives representative (the "Representatives “Representative of the Selling Stockholders"Stockholder”) are is authorized, on behalf of each the Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each the Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses expenses, if any, to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each the Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Lca Vision Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number principal amount of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ per Share97.25% of the aggregate principal amount thereof (the “Purchase Price”). The Company and each Selling Stockholder is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions principal amounts of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determinedetermine in accordance with the rules and regulations of the Securities Act. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number principal amount of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to eliminate fractions), all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSecurities. This option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Securities as to which the option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (such date and time being herein hereinafter referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Securities to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Securities being purchased as the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number aggregate principal amount of Firm Shares Securities (subject, in each case, subject to such adjustment as you may determine adjustments to eliminate fractional sharesdenominations of less than $1,000 as the Representatives may determine), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Mfa Financial, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (a) the Company agrees to issue and sell to each of the Underwriters, and each of the Selling StockholdersUnderwriters agrees, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Company, at a purchase price per share of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders$[ ], as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject I hereto and (b) in the event and to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you the extent that the Underwriters intend (i) shall exercise the election to make a public offering of their respective portions purchase Optional Shares as provided below, the Company agrees to issue and sell to each of the Firm Shares as soon after the effective date Underwriters, and each of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchaseagrees, severally and not jointly, to purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesCompany, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf set forth in clause (a) of this Section 2, that portion of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Optional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option election shall have been exercised nor later than the tenth business day after the date on which the option shall have been exercised. The (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Additional Optional Shares to be sold to each Underwriter shall be by a fraction the number numerator of which bears is the same proportion to the aggregate maximum number of Additional Optional Shares being purchased which such Underwriter is entitled to purchase as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the Underwriters the right to purchase at their election up to [ ] Optional Shares, at the purchase price per share set forth on Schedule A annexed hereto bears to in the total paragraph above, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per Optional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. Any such election to purchase Optional Shares may be exercised only by written notice from you to the Company, given within a period of 30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (subjectas defined in Section 4 hereof) or, unless you and the Company otherwise agree in each casewriting, earlier than two or later than ten business days after the date of such notice. In addition to such adjustment the sums payable to the Representative as you may determine provided elsewhere herein, the Representative shall be entitled to eliminate fractional shares)receive at the Closing as additional compensation for its services, Underwriters’ Warrants for the purchase of up to [ ] Shares at a price of $[ ] per Share, upon the terms and subject to adjustment and conversion as described in accordance with Section 10 hereof. Pursuant to irrevocable powers the form of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act ’ Warrants filed as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion an exhibit to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Registration Statement.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfstream International Group Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of at the Selling Stockholders price (the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares“Purchase Price”) which bears the same proportion to the number of Firm Shares to be sold paid by the Company or by such Selling Stockholdersseveral Underwriters set forth in Schedule A hereto, as the case may be, as the number aggregate principal amount of Firm Shares Securities set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you the Representatives that the Underwriters intend (i) propose to make a public offering of their respective portions of the Firm Shares Securities as soon after the this Agreement has become effective date of the Registration Statement as in your the Representatives’ judgment is advisable and (ii) initially advisable. The Company is further advised by the Representatives that the Securities are to offer be offered to the Firm Shares upon the terms set forth in the Prospectus. You may public from time to time, in one or more negotiated transactions, at prices that may be different than par. These sales may occur at market prices prevailing at the time increase or decrease the public offering price after the initial public offering of sale, at prices related to such extent as you may determineprevailing market prices or at negotiated prices. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares Notes to be purchased by each of them, all or a portion of the Additional Shares Notes as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm SharesNotes, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesNotes (without giving effect to any accrued interest from the time of purchase to the additional time of purchase, as those terms are defined herein) solely to cover overallotments made in connection with the offering of the Notes. This overallotment option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Notes as to which the overallotment option is being exercised, and the date and time when the Additional Shares Notes are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days 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 exercisedof such notice. The number aggregate principal amount of Additional Shares Notes to be sold to each Underwriter shall be the number aggregate principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Notes being purchased as the number of Firm Shares Notes set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number aggregate principal amount of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares)Notes, subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Pennantpark Investment Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case bears to the total number of Firm Shares, at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that unless otherwise agreed by the parties, no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second third business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Pzena Investment Management, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 9 hereof, in each case at a purchase . The price of $______ per Sharethe Firm Securities shall be % of the aggregate principal amount thereof (the “Purchase Price”). The Company and each Selling Stockholder shall not be obligated to deliver any of the Securities at the time of purchase, except upon payment for all of the Securities to be purchased at the time of purchase as provided herein. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Securities as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) to initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares Securities to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments Optional Securities made in connection with the offering of the Firm SharesSecurities, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSecurities. This option may be exercised by the Managing Underwriters [ ] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth [ ] day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares Optional Securities as to which the option is being exercised, and the date and time when the Additional Shares Optional Securities are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 Optional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Optional Securities being purchased as the number of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares Securities (subject, in each case, to such adjustment as you may determine to eliminate fractional sharessecurities), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (BlackRock Kelso Capital CORP)

Sale and Purchase. Upon the basis of the warranties, representations and warranties covenants, and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective that number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the aggregate number of Firm Shares to be issued and sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed heretohereto bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. In addition, upon the basis of the warranties, representations and covenants and subject to adjustment the terms and conditions herein set forth, the Selling Stockholder agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder that number of Firm Shares which bears the same proportion to the aggregate number of Firm Shares to be sold by the Selling Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in accordance with Section 8 hereof, in each case at a Schedule A annexed hereto bears to the aggregate number of Firm Shares to be sold by the Company and the Selling Stockholder. The purchase price in respect of $______ the Shares to be purchased by the Underwriters from the Company and the Selling Stockholder shall be $ per Share. The Company and each the Selling Stockholder is are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In additionUpon the basis of the warranties, representations and covenants, and subject to the terms and conditions herein set forth, the Company and the Selling Stockholders Stockholder also hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company and the Selling StockholdersStockholder, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders Stockholder for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholder. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier than the second business day day1 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. To the extent that the option is exercised in part, Additional Shares shall be sold by the Company and the Selling Stockholder pro rata. The aggregate 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Espeed Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Partnership the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Units set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[______ ] per ShareUnit. The Company and each Selling Stockholder Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date of the Registration Statement and the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Partnership hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersPartnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares Units as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesUnits, at the same purchase price per share unit to be paid by the Underwriters to the Selling Stockholders Partnership for the Firm SharesUnits. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersPartnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional sharesUnits), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Encore Energy Partners LP)

Sale and Purchase. Upon (a) On the basis of the representations representations, warranties and warranties covenants contained in this Agreement, and subject to the its terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to 5,000,000 Firm Shares to, or upon the respective Underwriters order of, each Underwriter in accordance with Section 2 of this Agreement and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A I and Schedule II annexed hereto, hereto (subject to adjustment such adjustments to eliminate fractional Shares or ADSs as the Representative may determine), which shall be deliverable in accordance with Section 8 hereofthe form of Shares or ADSs (as designated by the Representative on behalf of the Underwriters), in each case at a purchase price of $of: (i) US$_______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend Share (i) to make or at a public offering price of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, _______US$_______ per ADS) offered and __________sold to institutional investors (the "INSTITUTIONAL PURCHASE PRICE") and (ii) US$_______ will act as representatives per Share (or at a price of each Selling Stockholder. The foregoing representatives US$_______ per ADS) offered and sold to retail investors (the "Representatives RETAIL PURCHASE PRICE"). The Institutional Purchase Price and the Retail Purchase Price are herein collectively called the PURCHASE PRICE. This Purchase Price represents a discount to the per share price to the public in the Global Offering. This purchase price includes a selling commission of US$_______ per Share (or US$_______ per ADS), an underwriting commission of US$_______ per Share (or US$_______ per ADS) and a management commission of US$_______ per Share (or US$_______ per ADS). For the Selling Stockholderspurposes of this Underwriting Agreement, sales to individuals other than to: (i) those individuals holding securities in accounts which have more than two individuals as account holders, or (ii) partnerships, trusts and legal entities shall constistute sales to ") are authorized, on behalf of each Selling Stockholder, retail investors." All sales not made to execute any documents necessary or desirable in connection with the sale of the Shares "retail investors" shall be deemed to be sold hereunder by each Selling Stockholder, made to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreementinstitutional investors.").

Appears in 1 contract

Samples: Randgold Resources LTD

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Company, at a purchase price of 99.085% of the Selling Stockholders principal amount thereof, plus accrued interest from the Closing Date to the date of payment, if any, the respective number principal amount of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares Notes set forth opposite the name of such Underwriter set forth on in Schedule A annexed I attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) shall not be obligated to make a public offering of their respective portions deliver any of the Firm Shares as soon after the effective date securities to be delivered hereunder except upon payment for all of the Registration Statement securities to be purchased as in your judgment is advisable and (ii) initially provided herein. Upon authorization by the Representatives of the release of the Notes, the several Underwriters propose to offer the Firm Shares Notes for sale upon the terms and conditions set forth in the ProspectusProspectus and any Preliminary Prospectus Supplement, Final Prospectus Supplement or Final Term Sheet, each as hereinafter defined. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant Delivery to the several Underwriters of and payment for the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Notes shall have the right to purchase, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf office of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofFreshfields Bruckhaus Xxxxxxxx US LLP, by written notice to the Company and the Selling Stockholders. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholderat 000 Xxxxxxxxx Xxxxxx, ______________ and _________________ will act as representatives of each Selling StockholderXxx Xxxx, Xxx Xxxx 00000, at 10:00 a.m., New York City time, on the Closing Date. The foregoing representatives (place of closing for the "Representatives of Notes and the Selling Stockholders") are authorized, Closing Date may be varied by agreement between the Underwriters and the Company. The Notes shall be delivered by or on behalf of each Selling Stockholderthe Company to the Underwriters, to execute any documents necessary or desirable in connection with the sale Senior Trustee as custodian for The Depository Trust Company (“DTC”), against payment by the Underwriters or on their behalf of the Shares purchase price therefor by wire transfer in immediately available funds, by causing DTC to credit the Notes to the account of the Underwriters at DTC. The Notes will be evidenced by one or more global securities in definitive form (the “Global Notes”) and will be registered in the name of Cede & Co. as nominee of DTC. The Notes to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion delivered to the number of Shares sold by each Selling StockholderUnderwriters shall be made available to the Underwriters in New York City for inspection and packaging not later than 10:00 a.m., to receive notices New York City time, on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")business day next preceding the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Prudential PLC)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of (i) the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on Schedule A annexed heretoShares, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ [•] per Share, (ii) the Pre-Funded Warrants at a purchase price of $[•] per warrant and (iii) the Firm Warrants at a purchase price of $[•] per warrant, the respective amounts of the Firm Shares, the Pre-Funded Warrants and the Firm Warrants set forth opposite the name of such Underwriter in Schedule A attached hereto. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Shares, Pre-Funded Warrants and Firm Warrants as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares Shares, Pre-Funded Warrants and Firm Warrants upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares and/or Additional Warrants as may be necessary to cover over-allotments allotments, if any, made in connection with the offering of the Firm SharesShares and Firm Warrants, at the same purchase price per share Firm Share or per Firm Warrant to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesShares or Firm Warrants, as applicable. This option The Over-Allotment Option may be exercised by the Managing Underwriters Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth (45th) day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares and/or Additional Warrants as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares and/or Additional Warrants are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised (or first business day if in connection with the “time of purchase” (as defined below)) nor later than the tenth business day after the date on which the option Over-Allotment Option shall have been exercised. The number of Additional Shares and/or Additional Warrants to be sold to each Underwriter shall be the number numbers which bears bear the same proportion proportions to the aggregate number numbers of Additional Shares and/or Additional Warrants, respectively, being purchased as the number of Firm Shares or Firm Warrants set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares or Firm Warrants, respectively (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant The Company hereby agrees to irrevocable powers issue to the Representative (and/or its designees), on the Closing Date, a warrant to purchase an aggregate of attorney[•] shares of Common Stock, which shall be satisfactory representing 1% of the aggregate number of Firm Shares and shares of Common Stock underlying the Pre-Funded Warrants sold pursuant to counsel for the UnderwritersOffering (“Representative’s Warrant”), granted by each Selling Stockholder, ______________ and _________________ will act pursuant to an agreement in the form attached hereto as representatives of each Selling StockholderExhibit C (the “Representative’s Warrant Agreement”). The foregoing representatives Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Common Stock during the one hundred eighty (180) days after the "Representatives effective date of the Selling Stockholders"Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) are authorized, on behalf days following the effective date of each Selling Stockholder, the Registration Statement to execute any documents necessary anyone other than (i) an Underwriter or desirable a selected dealer in connection with the sale Offering, or (ii) a bona fide officer or partner of the Shares to be sold hereunder by each Selling Stockholder, to make delivery Representative or of the certificates of any such Shares, to receive the proceeds of the sale of Underwriter or selected dealer; and only if any such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion transferee agrees to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")foregoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Obalon Therapeutics Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell the Firm Securities to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares Securities (subject to such adjustment as you the Representative may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at a purchase price of $______ 24.2125 per ShareSecurity. The Company and each Selling Stockholder is advised by you the Representative that the Underwriters intend (i) to make a public offering of their respective portions principal amounts of the Firm Shares Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determinedetermine in accordance with the rules and regulations of the Securities Act. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number principal amount of Firm Shares Securities to be purchased by each of themthem (subject to such adjustment as the Representative may determine to avoid fractional shares), all or a portion of the Additional Shares as may be necessary Securities, solely to cover over-allotments made in connection with the offering of the Firm Sharesallotments, if any, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders Company for the Firm SharesSecurities; provided that the purchase price per share for any Additional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Securities but not payable on such Additional Securities. This option may be exercised by the Managing Underwriters Representative on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional Shares Securities as to which the option is being exercised, exercised and the date and time when the Additional Shares Securities are to be delivered (such date and time being herein hereinafter referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase (as defined below) nor earlier than the second business day after the date on which the option shall have been exercised nor or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number principal amount of Additional Shares Securities to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional Shares Securities being purchased as the number principal amount of Firm Shares Securities set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number aggregate principal amount of Firm Shares Securities (subject, in each case, to such adjustment as you the Representative may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Mfa Financial, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell, and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ 28.41 per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus Supplement, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, attorney (the “Powers of Attorney”) granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ Raja X. Xxxxxx and _________________ will Xxxxxxx X. Xxxxxxxx shall act as representatives of each the Selling StockholderStockholders. The Each of the foregoing representatives (collectively, the "Representatives of the Selling Stockholders") are is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Rubicon Technology, Inc.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject hereto bears to adjustment in accordance with Section 8 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholders, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of You shall release the Firm Shares as soon for public sale promptly after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectusthis Agreement becomes effective. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders listed on Schedule B hereto for the Firm Shares. This option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth forty-fifth day following the date hereof, by written notice to the Company and the Selling StockholdersStockholders listed on Schedule B hereto. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 eighth 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Digicon Inc)

Sale and Purchase. Upon the basis of the representations and warranties and but subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may reasonably determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject plus any additional number of Firm Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to Section 8 hereof, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and but subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling Stockholders, Company ratably in accordance with the number of Firm Shares to be purchased by each of themthem (subject to such adjustment as you may reasonably determine to avoid fractional shares), all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by prior written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, exercised and the date and time when the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"“Option Closing Date”); provided, however, that the additional time of purchase shall not be (i) earlier than the time of purchase Closing Date, (as defined belowii) nor earlier than the second third business day after the date on which the option shall have been exercised nor or (iii) 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may reasonably determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute plus any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the additional number of Additional Shares sold by each Selling Stockholder, which such Underwriter may become obligated to receive notices on behalf of each Selling Stockholder and purchase pursuant to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement")Section 8 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (New Century Reit Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed B attached hereto, subject to adjustment in accordance with Section 8 9 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares in the United States as soon after the effective date of the Registration Statement as in your judgment is advisable advisable, (ii) to offer the Firm Shares in certain foreign jurisdictions, including the Provinces of Ontario and Quebec, on a private placement basis pursuant to exemptions from the prospectus requirements of such jurisdictions and (iiiii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders listed on Schedule A hereto for the Firm Shares. This option may be exercised by the Managing Underwriters UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed B hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 9 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ Lisa Krinsky, M.D. and _________________ Arnold Hantman will act as representatives of each Selling Stockholderthe Xxxxxxx Xxxckholders. The foregoing Xxx xxxxxxxxx representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses expenses, if any, to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (SFBC International Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in each case at a purchase price of $______ 5.29687 per Firm Share (except in the case of any Shares to be re-sold by the Underwriters to the Manager, for which the purchase price shall be $5.65 per Share). The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the “Option to Purchase Additional Shares”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares less an amount equal to any dividend or distribution payable on Firm Shares that is not also payable on the Additional Shares. This option The Option to Purchase Additional Shares may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Option to Purchase Additional Shares is being exercised, exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Option to Purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the option Option to Purchase Additional Shares shall have been exercised. The Upon any exercise of the Option to Purchase Additional Shares, the number of Additional Shares to be sold to to, and purchased by, 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Tremont Mortgage Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ $ per Share. The Company and each Selling Stockholder is Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Extra Space Storage Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ [ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares. This option may be exercised by the Managing Underwriters Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Adesa Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $______ 14.00 per Share. In addition, in connection with the sales of the Firm Shares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. LLC, for the account of the Underwriters, $0.42 per share (which represents underwriting commissions payable by the Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersCompany, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares 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 Underwriters to the Selling Stockholders Company for the Firm Shares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. This option may be exercised by the Managing Underwriters Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. 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 the Additional Shares are to be delivered (such date and time being herein referred to as the "additional time of purchase"); provided, however, that the additional time of purchase shall not be earlier than the time of purchase (as defined below) nor earlier later than the second three business day days 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 exercisedof such notice. 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 8 hereof. Pursuant to irrevocable powers of attorneyIn addition, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of any Additional Shares, the Shares to be sold hereunder by each Selling Stockholder, Adviser agrees to make delivery of the certificates of per share Adviser Sales Load Payment with respect to such Additional Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: PennantPark Floating Rate Capital Ltd.

Sale and Purchase. Upon the basis of the representations and warranties warranties, and subject to the terms and conditions herein set forth, the Company agrees to issue and sell and each of the Selling StockholdersStockholders agrees to sell, in each case severally and not jointly, agree to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders Stockholder, the respective number of Firm Shares (subject to such adjustment as you UBS Securities LLC ("UBS") may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling StockholdersStockholder, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter set forth on in Schedule A annexed hereto, subject to adjustment in accordance with Section 8 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[______ ] per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine; provided, however, that any such increase or decrease shall not affect the purchase price for the Shares that is payable to the Company by the Underwriters pursuant to this Agreement. In addition, the Selling Stockholders Company hereby grant grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, Company all or a portion of the Additional Shares 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 Underwriters to the Company and the Selling Stockholders for the Firm Shares. This option The Over-Allotment Option may be exercised by the Managing Underwriters UBS on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersCompany. Such notice shall set forth the aggregate number of Additional Shares as to which the option Over-Allotment Option is being exercised, and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as the an "additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the "time of purchase purchase" (as defined below) nor earlier than the second business day Business Day after the date on which the option Over-Allotment Option shall have been exercised nor later than the tenth business day Business Day after the date on which the option Over-Allotment 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 set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as you UBS may determine to eliminate fractional shares), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, attorney (the "Powers of Attorney") granted by each Selling Stockholder (which Powers of Attorney shall be satisfactory to counsel for the UnderwritersUBS), granted by each Selling Stockholder, ______________ and _________________ will [ ] shall act as representatives representative of each the Selling Stockholder. The foregoing representatives Stockholders (the "Representatives Representative of the Selling Stockholders") are ). The Representative of the Selling Stockholders is authorized, on behalf of each Selling Stockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each such Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each such Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each such Selling Stockholder, to receive notices on behalf of each such Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (ORBCOMM Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and each of the Selling Stockholders, severally and not jointly, agree Shareholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each of the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to Shareholder, the number of Firm Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on in Schedule A annexed heretoA, subject to adjustment in accordance with Section 8 11 hereof, in each case at a purchase price of $______ US$41.00 per ShareADS. A commission of 2.15% per ADS (the “Commission”) shall be deducted from such purchase price as set forth herein. The Company and each the Selling Stockholder is Shareholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares ADSs, upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders Shareholder hereby grant grants to the several Underwriters the option (the “Additional ADSs Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Selling StockholdersShareholder, ratably in accordance with the number of Firm Shares ADSs to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm SharesADSs, at the same purchase price per share ADS (less the same Commission) to be paid by the Underwriters to the Selling Stockholders Shareholder for the Firm SharesADSs. This option The Additional ADSs Option may be exercised by the Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofof the Prospectus, by written notice to the Company and the Selling StockholdersShareholder. Such notice shall set forth the aggregate number of Additional Shares ADSs as to which the option Additional ADSs Option is being exercised, exercised and the date and time when the Additional Shares ADSs are to be delivered (any such date and time being herein referred to as the "an “additional time of purchase"); provided, however, that the no additional time of purchase shall not be earlier than the time of purchase purchase” (as defined below) nor earlier than the second business day after the date on which the option Additional ADSs Option shall have been exercised nor later than the tenth fifth business day after the date on which the option Additional ADSs Option shall have been exercised. The number of Additional Shares ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares ADSs being purchased as the number of Firm Shares ADSs set forth opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares ADSs (subject, in each case, to such adjustment as you the Underwriters may determine to eliminate fractional sharesADSs), subject to adjustment in accordance with Section 10 11 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Ypf Sociedad Anonima)

Sale and Purchase. Upon On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell the Firm Shares to the Underwriters, and each of the Selling Stockholders, severally and not jointly, agree to issue and sell to the respective Underwriters and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Company and each of at the Selling Stockholders the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be sold by the Company or by such Selling Stockholdersprice per share set forth in Schedule B, as the case may be, as the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter set forth on Schedule A annexed hereto, subject may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 8 hereof, in each case at a purchase price of $______ per Share. The Company and each Selling Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Selling Stockholders hereby grant to the several Underwriters the option to purchase, and upon on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Underwriters shall have Company hereby grants an option to the right to purchaseUnderwriters, severally and not jointly, from the Selling Stockholders, ratably in accordance with the number of Firm Shares to be purchased by each of them, purchase all or a portion of the Additional Shares as at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The option hereby granted will expire 30 days after the date hereof and may be necessary exercised in whole or in part from time to cover time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm SharesShares upon notice by Avondale Partners, at the same purchase price per share to be paid by the Underwriters to the Selling Stockholders for the Firm Shares. This option may be exercised by the Managing Underwriters LLC (“Avondale Partners”), on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereofUnderwriters, by written notice to the Company and the Selling Stockholders. Such notice shall set setting forth the aggregate number of Additional Shares as to which the several Underwriters are then exercising the option is being exercised, and the time and date of payment and delivery for such Additional Shares. Any such time when the and date of delivery (an “Additional Shares are to Time of Purchase”) shall be delivered (such date and time being herein referred to as the "additional time of purchase"); provideddetermined by Avondale Partners, however, that the additional time of purchase but shall not be earlier later than seven full business days after the time exercise of purchase the option, nor in any event prior to the Time of Purchase (as defined below) nor earlier than the second business day after the date on which hereinafter defined). If the option shall have been is exercised nor later than as to all or any portion of the tenth business day after Additional Shares, each of the date on which Underwriters, acting severally and not jointly, will purchase that proportion of the option shall have been exercised. The total 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 then being purchased as which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter set forth on Schedule A annexed hereto bears to the total number of Firm Shares (subjectShares, subject in each case, case to such adjustment adjustments as you may determine Avondale Partners in its discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 10 hereof. Pursuant to irrevocable powers of attorney, which shall be satisfactory to counsel for the Underwriters, granted by each Selling Stockholder, ______________ and _________________ will act as representatives of each Selling Stockholder. The foregoing representatives (the "Representatives of the Selling Stockholders") are authorized, on behalf of each Selling Stockholder, to execute any documents necessary or desirable in connection with the sale of the Shares to be sold hereunder by each Selling Stockholder, to make delivery of the certificates of such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by each Selling Stockholder in connection with the sale and public offering of the Shares, to distribute the balance of such proceeds to each Selling Stockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of each Selling Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Underwriting Agreement (this "Agreement").

Appears in 1 contract

Samples: Underwriting Agreement (Vitran Corp Inc)

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