Sophisticated Parties Sample Clauses

Sophisticated Parties. 19 Schedule A ---------- List of Underwriters Exhibits -------- Exhibit A - Form of Legal Opinion of Company Counsel Exhibit B - Form of Lockup Agreement ___________________, 1999 ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC ▇▇ ▇▇▇▇▇ Securities Corporation DLJdirect Inc. As representatives of the several Underwriters c/▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC Securities Corporation One ▇▇▇▇▇▇▇▇▇▇ Street, Suite 3700 ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ Ladies and Gentlemen: Introduction. Rainmaker Systems, Inc., a Delaware corporation (the ------------ "Company"), proposes to issue and sell to the several underwriters named in Schedule A hereto (the "Underwriters") an aggregate of 5,000,000 shares of the ---------- common stock, par value $0.001 per share, of the Company (the "Firm Shares"). The Company also proposes to issue and sell to the several Underwriters not more than an additional 750,000 shares of its common stock, par value $0.001 per share (the "Additional Shares"), if and to the extent that you shall have determined to exercise, on behalf of the Underwriters, the right to purchase such shares of common stock granted to the Underwriters in Section 3 hereof. The Firm Shares and the Additional Shares are hereinafter collectively referred to as the "Shares". The shares of common stock, par value $0.001 per share, of the Company to be outstanding after giving effect to the sales contemplated hereby are hereinafter referred to as the "Common Stock". ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ Securities Corporation, ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC and ▇▇ ▇▇▇▇▇ Securities Corporation have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Shares. The Company has filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (file no. 333-86445), including a prospectus, relating to the Shares. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the "Securities Act"), is hereinafter referred to as the "Registration Statement"; the prospectus in the form first used to confirm sales of Shares is hereinafter referred to as the "Prospectus". If the Compan...

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who or which was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions

Sophisticated Parties. Each Party to this Agreement is a sophisticated business party negotiating in good faith with the advice of legal counsel.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ▇▇▇▇▇'▇ Restaurants, Inc. By: ---------------------------------- Name: Title: The Selling Stockholders named in Schedule B hereto, acting severally By: ---------------------------------- Attorney-in-Fact Accepted as of the date hereof ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC By: ---------------------------------- Name: Title: SCHEDULE A Number of Firm Shares Underwriter To Be Purchased ----------- --------------- ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ U.S. Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. [NAMES OF OTHER UNDERWRITERS]

Sophisticated Parties. This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such Persons. Subject to applicable law, wherever in this Agreement a Stockholder is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Stockholder is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any subsidiary or any other Stockholder.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. [Remainder of page intentionally left blank] If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, VOCUS, INC. By: Name: R▇▇▇▇▇▇ ▇▇▇▇▇▇ Title: Chief Executive Officer and President The Selling Stockholders named in Schedule B hereto, acting severally By: Attorney-in-Fact The Selling Stockholders named in Schedule C hereto, acting severally By: Attorney-in-Fact Accepted as of the date hereof T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC RBC Capital Markets Corporation Wachovia Capital Markets, LLC W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Canaccord A▇▇▇▇ Inc. Pacific Crest Securities Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC By: Name: Title: T▇▇▇▇▇ W▇▇▇▇▇ Partners LLC RBC Capital Markets Corporation Wachovia Capital Markets, LLC W▇▇▇▇▇▇ ▇▇▇▇▇ & Company, L.L.C. Canaccord A▇▇▇▇ Inc. Pacific Crest Securities Inc. Total

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.

Sophisticated Parties. Each of the parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the parties hereto and their counsel. Accordingly, in interpreting this Agreement or any provision hereof, no presumption shall apply against either party hereto as being responsible for the wording or drafting of this Agreement or any such provision, and ambiguities, if any, in this Agreement shall not be construed against any party , irrespective of which party may be deemed to have authored the ambiguous provision.

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, CACHE, INC. By: Name: Title: The Selling Shareholders named in Schedule B hereto, acting severally By: Attorney-in-Fact Accepted as of the date hereof ▇▇▇▇▇▇ ▇▇▇▇▇▇ PARTNERS LLC US BANCORP ▇▇▇▇▇ ▇▇▇▇▇▇▇ INC. ▇▇▇▇▇ ▇▇▇▇▇▇ & CO., INC. FIRST ALBANY CAPITAL INC. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC By: Name: Title: ▇▇▇▇▇▇ ▇▇▇▇▇▇ PARTNERS LLC 23 SCHEDULE A ▇▇▇▇▇▇ ▇▇▇▇▇▇ Partners LLC US Bancorp ▇▇▇▇▇ ▇▇▇▇▇▇▇ Inc. ▇▇▇▇▇ ▇▇▇▇▇▇ & Co., Inc. First Albany Capital Inc. Total 2,000,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇* 869,812 [Charitable Organization*] 150,000 85 J ▇▇▇▇ Trust* 302,594 85 K ▇▇▇▇ Trust* 302,594 ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇* 175,000 ▇▇▇▇▇ ▇▇▇▇* 80,000 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇* 100,000 ▇▇▇▇▇ ▇▇▇▇▇* 120,000 * "Principal Shareholder." EXHIBIT A-1 1. Based solely on such counsel's review of good standing certificates issued by the relevant states, the Company is duly qualified to transact business as a foreign corporation in each of the states listed on Schedule I attached to such opinion. 2. Based solely on such counsel's review of a good standing certificate issued by the secretary of state of the State of Nevada, Cache of Nevada, Inc. (the "Subsidiary") is validly existing as a corporation in good standing under the laws of the State of Nevada. Based solely on such counsel's review of the stock ledger of the Subsidiary, all of the outstanding shares of the Subsidiary...