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 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, TTM TECHNOLOGIES, INC. By: Name: Title: EACH AND EVERY SELLING SHAREHOLDER By: Name: Title: Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC RBC Dominion Securities Corporation Xxxxxxx & Company, Inc. Xxxxx Fargo Securities, LLC Acting severally on behalf of themselves and as representatives of the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: Name: Title: Schedules A List of Underwriters B List of Selling Shareholders Exhibits A Form of Legal Opinion of Company and Selling Shareholders' Counsel B Form of Legal Opinion of Company Counsel (Washington Counsel) C Form of Lock-Up Agreement Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC RBC Dominion Securities Corporation Xxxxxxx & Company, Inc. Xxxxx Fargo Securities, LLC Total SCHEDULE B Selling Shareholder Number of Firm Shares To Be Sold Maximum Number of Additional Shares to be Sold Circuit Holdings LLC 0000 Xxxxxxxxxxxx Xxx. XX Xxxxx 000 Xxxxxxxxxx, XX 00000 [9,652,380 ] [1,465,600 ] Xxxxxx X. Xxxxx [121,850 ] [34,400 ] Xxxxxx X. Xxxxxxxx [25,770 ] [-0- ] Total [9,800,000 ] EXHIBIT C FORM OF LOCK-UP AGREEMENT , 2003 Xxxxxx Xxxxxx Partners LLC RBC Dominion Securities Corporation Xxxxxxx & Company, Inc. Xxxxx Fargo Securities, LLC As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 R...
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 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 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, ALLION HEALTHCARE, INC. By: /s/ Xxxxxxx X. Xxxxx Name: Xxxxxxx X. Xxxxx Title: Chairman of the Board, Chief Executive Officer and President Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxxxx Xxxxx & Company, L.L.C. First Albany Capital Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: /s/ Xxxxxx Xxxxxxx III Name: Xxxxxx Xxxxxxx III Title: Principal
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.
Sophisticated Parties. Each Party to this Agreement is a sophisticated business party negotiating in good faith with the advice of legal counsel. Each Party is hereby advised to seek the advice of legal counsel prior to executing this Agreement.
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 7 hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereof 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, INNOVATIVE DRUG DELIVERY SYSTEMS, INC. By: ---------------------------------- Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: --------------------------------- Name: Title: SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Total EXHIBIT A Form of Legal Opinion of Company Counsel EXHIBIT B Form of Legal Opinion of Patent Counsel EXHIBIT C FORM OF LOCK-UP AGREEMENT ____________, 2002 Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Re: Lock-Up Agreement (the "Agreement") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.001 per share (the "Common Stock"), of Innovative Drug Delivery Systems, Inc., a Delaware corporation (the "Company"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters n...
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, 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. 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 24 indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 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. Very truly yours, VitaxxxXxxxxx.xxx, Xxc. By:------------------------------- Name:------------------------ Title:--------------------- Accepted as of the date hereof Thomxx Xxxsxx Xxxtners LLC Willxxx Xxxxx & Xompany, L.L.C. PaineWebber Incorporated Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Thomxx Xxxsxx Xxxtners LLC By:------------------------------- Name:--------------------------- Title:----------------------- Number of Firm Shares Underwriter To Be Purchased Thomxx Xxxsxx Xxxtners LLC Willxxx Xxxxx & Xompany, L.L.C. PaineWebber Incorporated --------- Total 4,545,455 =========
Sophisticated Parties. The parties acknowledge that each of them has been represented by counsel in the preparation and negotiation of this Agreement, that each of them is sophisticated in the transactions described herein and that there shall be no presumption against any party drafting this Agreement or the Loan Documents in the interpretation or construction of any of the terms thereof.
