Common use of Securities Clause in Contracts

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder , at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 31 contracts

Samples: Underwriting Agreement (First National Corp /Va/), Underwriting Agreement (Firstbank Corp), Underwriting Agreement (Pulaski Financial Corp)

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Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Shareholder, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 16 contracts

Samples: Underwriting Agreement (Mackinac Financial Corp /Mi/), Underwriting Agreement (BNC Bancorp), Underwriting Agreement (Mackinac Financial Corp /Mi/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the purchase price per share set forth in Schedule AB hereto, the number aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 12 hereof, subject, subject in each case, case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 6 contracts

Samples: Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder , at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof11, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Southern First Bancshares Inc), Underwriting Agreement, Execution (Southern First Bancshares Inc)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder , at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: First Financial, Underwriting Agreement (First Financial Holdings Inc /De/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Shareholder, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Banner Corp), Underwriting Agreement

Securities. On the basis of the representations and warranties herein contained contained, and upon the terms but subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Shareholder, at the price per share set forth in Schedule A, the that number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Intercontinental Exchange, Inc., Intercontinental Exchange, Inc.

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Stockholder agrees to sell to each Underwriter, severally and not jointly, Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Stockholder, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives Underwriters in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (LendingTree, Inc.), Underwriting Agreement (Gci Liberty, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 98.723% of the price per share set forth in Schedule Aprincipal amount thereof, the number principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Nevada Power Co), Nevada Power Co

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterStockholder, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the such Selling Shareholder Stockholder, at the price per share set forth in Schedule AB-1, that proportion of the number of Securities set forth in Schedule B opposite the name of such Selling Stockholder, as the case may be, which the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional the Underwriter bears to the total number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Underwriter in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.), Underwriting Agreement (Floor & Decor Holdings, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Shareholder, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.. The underwriting commission to be paid by the Company shall be as set forth on Schedule A.

Appears in 1 contract

Samples: Underwriting Agreement (M&t Bank Corp)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in Schedule AC, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Sunstone Hotel Investors, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each UnderwriterStockholder, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the such Selling Shareholder Stockholder, at the price per share set forth in Schedule AB-1, that proportion of the number of Securities set forth in Schedule B opposite the name of such Selling Stockholder, as the case may be, which the number of Securities set forth in Schedule A opposite the name of such the Underwriter, plus any additional bears to the total number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Underwriter in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Floor & Decor Holdings, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share and warrant set forth in Schedule A, the that number of Securities Shares and Warrants set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities Shares and Warrants which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional sharesshares and warrants.

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 98.734% of the price per share set forth in Schedule Aprincipal amount thereof, the number aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make in order to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Purchase Agreement (Potomac Electric Power Co)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each of the Selling Shareholder agrees Stockholders agrees, severally and not jointly, to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from each of the Selling Shareholder Stockholders, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments adjustments, among the Underwriters as the Representatives Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated in their its sole discretion shall make to eliminate any sales sale or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Graphic Packaging Holding Co)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in the Final Term Sheet attached to Schedule AB, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. All Securities will be sold by the Underwriters at the same price (after taking into account accrued and unpaid dividends, as applicable).

Appears in 1 contract

Samples: Underwriting Agreement (Lument Finance Trust, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Shareholder, at the price per share set forth in Schedule AC, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.securities

Appears in 1 contract

Samples: Purchase Agreement (Fei Co)

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Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 99.023% of the price per share set forth in Schedule Aprincipal amount thereof, the number principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Nevada Power Company (Sierra Pacific Resources /Nv/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 99.210% of the price per share set forth in Schedule Aprincipal amount thereof, the number principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Sierra Pacific Power Company (Sierra Pacific Resources /Nv/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in Schedule AB, which the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Celgene Corp /De/

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in Schedule A, the that number of Common Stock and Preferred Securities each set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (HOOKIPA Pharma Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in the Final Term Sheet attached to Schedule AB, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the price per share set forth in Schedule A, the that number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Inovio Pharmaceuticals, Inc.

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder agrees Stockholders agree to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Stockholders, at the price per share set forth in Schedule A, the number of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Dutch Bros Inc.)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Trust agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder , Trust at the price per share set forth in Schedule A, the respective number of Securities set forth in Schedule A opposite the name names of such Underwriterthe Underwriters on Schedule A, plus any additional number of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 10 hereof, bears to the total number of Securities, subject, in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Pennsylvania Real Estate Investment Trust)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 99.039% of the price per share set forth in Schedule Aprincipal amount thereof, the number aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make in order to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Purchase Agreement (Delmarva Power & Light Co /De/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at a purchase price of 99.308% of the price per share set forth in Schedule Aprincipal amount thereof, the number aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, subject, in each case, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make in order to eliminate any sales or purchases of fractional sharesSecurities.

Appears in 1 contract

Samples: Purchase Agreement (Delmarva Power & Light Co /De/)

Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder Company agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Selling Shareholder Company, at the purchase price per share set forth in Schedule AB hereto, the number aggregate principal amount of Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional number principal amount of Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 12 hereof, subject, subject in each case, case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Radian Group Inc)

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