Common use of Total Clause in Contracts

Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect to the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:

Appears in 1 contract

Samples: Underwriting Agreement (The9 LTD)

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Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect to the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewithThis Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction and each of them, as the Attorneys-in-Fact in accordance with for such Selling Stockholder. (b) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of them, as the terms of the Underwriting Agreement and Attorneys-in-Fact for such Selling Stockholder. (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares This Selling Stockholder is represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the CompanyNAME AND ADDRESS OF COUNSEL] and has appointed [·NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], or either and each of them acting singly or togetherthem, as attorneythe Attorneys-in-fact Fact for such Selling Stockholder. (eachd) This Selling Stockholder is represented by [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], an “Attorneyand each of them, as the Attorneys-in-Fact”Fact for such Selling Stockholder. (e) to act for the This Selling Stockholder in connection with the sale is represented by the Selling Stockholder [NAME AND ADDRESS OF COUNSEL] and has appointed [NAMES OF ATTORNEYS-IN-FACT (NOT LESS THAN TWO)], and each of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933them, as amendedthe Attorneys-in-Fact for such Selling Stockholder. SCHEDULE III [Weston Presidio Capital II, including the taking X.X. Xxxxx Venture Capital Associates, X.X. Xxxxx Funds] Xxxxxxx Xxxxxx Xxxxxx Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxx Xxxxx Xxxxxxxx Xxxx Xxxxxx Xxxxx Xxxxxx Xxxx Xxxxxxxxxx Xxxx Xxxxxxx Xxxxxx Kong Xxxxx Xxxxxxx Xxxx Xxxx Xxxxxxx Xxxxxxx Xxxxx Xxxxxx Xx Xxxxxxxx Xxxx Xxxxxx ANNEX I FORM OF COMFORT LETTER Pursuant to Section 7(d) of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered the accountants shall furnish letters to the Selling Stockholder. In order Underwriters to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as followseffect that:

Appears in 1 contract

Samples: Restoration Hardware Inc

Total. 1 CLSA Limited has formed Seven percent (7.0%) underwriting commission, but three and a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect to the Offeringhalf percent (3.5%) for certain investors. SCHEDULE II Selling Stockholder Total 2-A Pricing Information Number of Firm Shares Shares: Number of Warrants: Number of Option Shares: Public Offering Price per Firm Share: Public Offering Price per Warrant: Underwriting Discount per Firm Share2: Underwriting Discount per Warrant2: Proceeds to be Sold Company per Firm Share (before expenses): Proceeds to Company per Warrant (before expenses): 2 Seven percent (7.0%) underwriting commission, but three and a half percent (3.5%) for certain investors. SCHEDULE 2-B Issuer General Use Free Writing Prospectus [*] SCHEDULE 3 List of Lock-Up Parties Chia-Xxx Xxxxxxx Xxxx Xxxxxx Major General Xxxxx X. Xxx, USA, Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx Xxxxxxx X. X’Xxxxxx-Xxxxxxxx, PhD Xxxxxx X. Xxxxxxx Xxxxxx X. Xxxxxx, Pharm.D. EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Lock-Up Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 __________, 2021 A.G.P./Alliance Global Partners 000 Xxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention00000 Re: [·] Nxt-ID, Inc. Follow-On Offering Ladies and Gentlemen: This Custody The undersigned understands that A.G.P./Alliance Global Partners, as Representative of the several underwriters (the “Representative”) proposes to enter into an Underwriting Agreement (the Underwriting Agreement”) is executed by the undersigned stockholder with Nxt-ID, Inc., a Delaware corporation (the “Selling StockholderCompany) in connection with and in furtherance of a proposed ), providing for the public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (by the “Common Shares”) several Underwriters named in Schedule 1 to the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters Agreement (the “Underwriters”)) of shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”) and warrants to purchase shares of Common Stock. In Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Representative to continue its efforts in connection with the Public Offering, [·]the undersigned hereby agrees that, has been appointed as without the Transfer Agent prior written consent of the Representative, the undersigned will not, during the period commencing on the date hereof and ending on the three (3) month anniversary of the Closing Date (the “Transfer AgentLock-Up Period), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, whether now owned or hereafter acquired by the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have undersigned or with respect to which the respective meanings ascribed to them in undersigned has or hereafter acquires the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number power of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement disposition (collectively, the “Firm SharesLock-Up Securities); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the Underwriters for reoffering registration of any Lock-Up Securities; or (4) publicly disclose the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Sharesintention to make any offer, if anysale, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits pledge or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchangedisposition, or is accompanied by a duly executed stock power or powers in blankto enter into any transaction, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directedswap, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice hedge or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe arrangement relating to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorneyLock-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:Up Securities.

Appears in 1 contract

Samples: Underwriting Agreement (NXT-Id, Inc.)

Total. 1 CLSA Limited has formed $____________ EXHIBIT A INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of America, a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect North Carolina corporation ("NationsCredit"), and NationsBanc Capital Markets, Inc., in its individual capacity and as representative of the underwriters identified on Schedule I hereto (collectively, the "Underwriters"), dated as of May __, 1997. The Underwriters and NationsCredit Securitization Corporation, a Delaware corporation (the "Company"), have entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of May __, 1997, providing for the sale by the Company to the Offering. SCHEDULE II Selling Stockholder Total Number Underwriters of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC ___% Marine Receivable-Backed Certificates (the “Overseas Subsidiaries”"Certificates") XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in of the PRC NationsCredit Grantor Trust 1997-1 (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”"Trust"). The proposed underwritten Public Offering Certificates represent beneficial interests in a pool of marine retail installment sale contracts secured by new and used boats, boat motors and boat trailers (the "Receivables"), sold by NationsCredit to the Company pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of April 30, 1997, and certain monies received under the Simple Interest Receivables and certain monies due under the Precomputed Receivables, in each case, on or after May 1, 1997, security interests in the boats and marine equipment financed thereby, an irrevocable surety bond, limited in amount, covering certain payments under the Receivables (the "Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety Bond Issuer"), such amounts as from time to time may be held in one or more trust accounts which will be effected established and maintained by the Servicer pursuant to an underwriting the Pooling and Servicing Agreement, the fights of the Company under that certain Purchase Agreement dated as of April 30, 1997 between the Company and the Servicer, the proceeds from any recourse rights of the Servicer against any seller of new and used boats, boat motors and boat trailers financed by the Receivables (a "Dealer") pursuant to any agreement with a Dealer, the right to proceeds from claims on physical damage, credit life and disability insurance policies relating to the Receivables, and any property that shall have secured a Receivable and that shall have been acquired by the Trustee. The Certificates will be issued pursuant to a Pooling and Servicing Agreement (the “Underwriting "Pooling and Servicing Agreement”) to be "), dated as of April 30, 1997, among the Company as Depositor, NationsCredit as Servicer and Bankers Trust Company as Trustee. This Indemnification Agreement is being entered into by the parties hereto as a condition to the execution of Underwriting Agreement and among to induce the Company, Underwriters to execute the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Sharessame. Capitalized terms used, used but not otherwise defined herein, herein shall have the respective meanings ascribed to them thereto in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:.

Appears in 1 contract

Samples: Indemnification Agreement (Nationscredit Securitization Corp)

Total. 1 CLSA Limited The Underwriters will pay for the Offered Securities upon delivery thereof in book entry form through the facilities of The Depositary Trust Company (“DTC”) at __:__ [a.m][p.m.] (New York City time) on _________, 20__, or at such other time, not later than __:__ [a.m][p.m.] (New York City time) on _________, 20__ as shall be designated by the Lead Managers. The Offered Securities will be represented by one or more fully registered global notes deposited on behalf of DTC and registered in the name of DTC or its nominee. The time and date of such payment and delivery are hereinafter referred to as the Closing Date. The Offered Securities shall have the terms set forth in the Basic Prospectus dated _________, 20__ and the Prospectus Supplement dated _________, 20__, including the following: Terms of Offered Securities Maturity Date: _________, 20__ Interest Rate: ____ percent Interest Payment Dates: ______ and _____ of each year, commencing _________, 20__ Form and Denomination: Denominations of $_____ and multiples thereof [Other Terms:] All provisions contained in the document entitled Landwirtschaftliche Rentenbank Underwriting Agreement Standard Provisions (the “Standard Provisions”) dated _________, 20__, a copy of which is attached hereto, are herein incorporated by reference in their entirety and shall be deemed to be a part of this Underwriting Agreement to the same extent as if such provisions had been set forth in full herein, except as modified hereby and except that (i) if any term defined in such document is otherwise defined herein, the definition set forth herein shall control, (ii) all references in such document to a type of security that is not an Offered Security shall not be deemed to be a part of this Underwriting Agreement, (iii) all references in such document to a type of agreement that has formed not been entered into in connection with the transactions contemplated hereby shall not be deemed to be a strategic alliance with CIBC World Markets Corp. part of this Underwriting Agreement, (iv) each of the representations and warranties set forth in the Standard Provisions (other than the representations and warranties set forth in Section 1(f) of the Standard Provisions) shall be deemed to have been made at and as of the Time of First Sale and (v) each of the representations and warranties set forth in the Standard Provisions shall be deemed to have been made at and as of the date of this Underwriting Agreement. The Bank acknowledges and agrees that (i) the purchase and sale of the Offered Securities pursuant to which they share underwriting obligations this Underwriting Agreement is an arm’s-length commercial transaction between the Bank, on the one hand, and the several Underwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as a principal and not the agent or fiduciary of the Bank, (iii) no Underwriter has assumed an advisory or fiduciary responsibility in favor of the Bank with respect to the Offeringoffering contemplated hereby or the process leading thereto (irrespective of whether such Underwriter has advised or is currently advising the Bank on other matters) or any other obligation to the Bank except the obligations expressly set forth in this Underwriting Agreement and (iv) the Bank has consulted its own legal and financial advisors to the extent it deemed appropriate. SCHEDULE II Selling Stockholder Total Number The Bank agrees that it will not claim that the Underwriters, or any of Firm Shares them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co.Bank, Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (such transaction or the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”)process leading thereto. The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (Underwriters agree among themselves that the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., IPMA Agreement Among Managers New York Version 1 shall apply as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to except that Clause 3 thereof shall be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold replaced by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery section 9 of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:Standard Provisions.

Appears in 1 contract

Samples: Underwriting Agreement (Landwirtschaftliche Rentenbank)

Total. 1 CLSA Limited has formed $ INDEMNIFICATION AGREEMENT This Indemnification Agreement is entered into between NationsCredit Commercial Corporation of America, a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect North Carolina corporation ("NationsCredit"), and NationsBanc Capital Markets, Inc., in its individual capacity and as representative of the underwriters identified on Schedule I hereto (collectively, the "Underwriters"), dated as of _________, 1997. The Underwriters and NationsCredit Securitization Corporation, a Delaware corporation (the "Company"), have entered into an Underwriting Agreement (the "Underwriting Agreement"), dated as of _________, 1997, providing for the sale by the Company to the Offering. SCHEDULE II Selling Stockholder Total Number Underwriters of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC _____% Marine Receivable-Backed Certificates (the “Overseas Subsidiaries”"Marine Certificates") XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in and the PRC _____% RV Receivable-Backed Certificates (the “PRC Subsidiaries”"RV Certificates" and together with the Marine Certificates, the "Certificates") The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in of the PRC NationsCredit Grantor Trust 1997-2 (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”"Trust"). The proposed underwritten Public Offering Marine Certificates represent beneficial interests in a pool of marine retail installment sale contracts secured by new and used boats, boat motors and boat trailers (the "Marine Receivables") and the RV Certificates represent beneficial interests in a pool of recreational vehicle installment sale contracts secured by new and used recreational vehicles (the "RV Receivables" and together with the Marine Receivables, the "Receivables"), sold by NationsCredit to the Company pursuant to the Purchase Agreement (the "Purchase Agreement"), dated as of _____, 1997, and certain monies received under the Simple Interest Receivables and certain monies due under the Precomputed Receivables, in each case, on or after _________, 1997, security interests in the boats and marine equipment financed by the Marine Contract Group, security interests in the recreational vehicles financed by the RV Contract Group, an irrevocable surety bond, limited in amount, covering certain payments under the Receivables (the "Surety Bond"), issued by Capital Markets Assurance Corporation (the "Surety Bond Issuer"), such amounts as from time to time may be held in one or more trust accounts which will be effected established and maintained by the Servicer pursuant to an underwriting the Pooling and Servicing Agreement, the fights of the Company under that certain Purchase Agreement dated as of _____, 1997 between the Company and NationsCredit, the rights of NationsCredit Marine Funding Corporation ("NCMF") to cause NationsCredit to repurchase the NCMF Receivables upon the breach of certain representations and warranties, the proceeds from any recourse rights of NCMF or the Company against any seller of new and used boats, boat motors and boat trailers financed by the Receivables pursuant to any agreement with a Dealer, the right to proceeds from claims on physical damage, credit life and disability insurance policies relating to the Receivables, and any property that shall have secured a Receivable and that shall have been acquired by the Trustee. The Certificates will be issued pursuant to a Pooling and Servicing Agreement (the “Underwriting "Pooling and Servicing Agreement”) to be "), dated as of _____, 1997, among the Company as Depositor, NationsCredit as Servicer and Bankers Trust Company as Trustee. This Indemnification Agreement is being entered into by the parties hereto as a condition to the execution of 25 Underwriting Agreement and among to induce the Company, Underwriters to execute the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Sharessame. Capitalized terms used, used but not otherwise defined herein, herein shall have the respective meanings ascribed to them thereto in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:.

Appears in 1 contract

Samples: Indemnification Agreement (Nationscredit Grantor Trust 1997-2)

Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect to the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx ============== ============== EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC [FORM OF OPINION OF XXXXXXX XXXXXXX & XXXXXXXX LLP] EXHIBIT B [FORM OF OPINION OF WALKERS] EXHIBIT C (FORM OF OPINION OF EXECUTIVE VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY OF THE COMPANY] EXHIBIT D [FORM OF OPINION OF XXXXXXXX & XXXXX LLP] EXHIBIT E [FORM OF OPINION OF XXXXXX AND CALDER] EXHIBIT F [FORM OF OPINION OF XXXXX & XXXXXXXX] EXHIBIT G [FORM OF OPINION OF XXXXX XXXX & XXXXXXXX] EXHIBIT H FORM OF LOCK-UP AGREEMENT ________ , 2005 [Name & address of Underwriter] Dear Sirs and Mesdames: The undersigned understands that ___ proposes to enter into an Underwriting Agreement (the “Overseas Subsidiaries”"Underwriting Agreement") XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC with Celanese Corporation, a Delaware corporation (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in "Company" and certain stockholders of the PRC Company (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co."Selling Stockholders"), Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by providing for the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the "Public Offering") by the several Underwriters, including ____ (the "Underwriters"), of shares (the "Common Shares") of shares of Ordinary Sharesthe Series A Common Stock, par value US$0.01 $.0001 per share of the Company (the "Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”Stock") to be entered into sold by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (identified in the “Underwriters”)Underwriting Agreement. In To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [agrees that, without the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares prior written consent of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions ______ on behalf of the Underwriters, it will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus relating to the Public Offering (the "Prospectus"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to (A) distributions of shares of Common Stock or any security convertible into Common Stock to limited partners or stockholders of the Selling Stockholder Stockholders, provided that the recipients of such Common Stock agree to be bound by the restrictions described in this Lock-Up Agreement for the remainder of the 90-day period, (B) transfers of shares of Common Stock by directors and executive officers of the Company (i) as a bona fide gift or gifts, (ii) by will or intestacy, (iii) to any trust, partnership or limited liability company for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, provided that any such transfer shall not involve a disposition for value, (iv) to a spouse, former spouse, child or other dependent pursuant to the Underwriting Agreementa domestic relations order or an order of a court of competent jurisdiction, (v) to a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:nominee or

Appears in 1 contract

Samples: Underwriting Agreement (Celanese CORP)

Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant to which they share underwriting obligations with respect =========== EXHIBIT A FORM OF LOCK-UP AGREEMENT LOCK-UP AGREEMENT _________________, 2000 X.X. XXXXXX SECURITIES INC. BANC OF AMERICA SECURITIES LLC XXXXXXX XXXXX & COMPANY, L.L.C. As Representatives of the Underwriters named in Schedule I to the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares Underwriting Agreement referred to be Sold below c/o X.X. Xxxxxx Securities Inc. 00 Xxxx Xxxxxx Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co.Xxxx, Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co.XX 00000 Re: IntraLinks, Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Inc. -- Public Offering Ladies and Gentlemen: This Custody The undersigned understands that you, as Representatives of the several Underwriters, propose to enter into an Underwriting Agreement (the "Underwriting Agreement") is executed by the undersigned stockholder with IntraLinks, Inc., a Delaware corporation (the “Selling Stockholder”) in connection with and in furtherance of a proposed "Company"), providing for the public offering (the "Public Offering") of shares of Ordinary Shares, par value US$0.01 per share by the several Underwriters named in Schedule I to the Underwriting Agreement (the “Common Shares”) in the form of American Depositary Shares (“ADSs”"Underwriters"), of The9 Limited, an exempted company with limited liability existing under the laws common stock of the Cayman Islands Company (the “Company”"Securities"). The proposed underwritten Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Underwriting Agreement. To induce the Underwriters that may participate in the Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In continue their efforts in connection with the Public Offering, [·]and for other good and valuable consideration, has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number receipt of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectivelywhich is hereby acknowledged, the “Firm Shares”) to undersigned hereby agrees that, without the Underwriters for reoffering prior written consent of the Firm Shares in the form X.X. Xxxxxx Securities Inc. on behalf of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [will not, during the Company] as custodian period ending 180 days after the date of the prospectus relating to the Public Offering (the “Custodian”"Prospectus"), (1) and herewith deposits offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or will cause contract to be deposited with the Custodian one purchase, purchase any option or more certificates representing contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock, $.01 per share par value, of the Company (the "Common Stock") or any securities convertible into or exercisable or exchangeable for Common Stock (including without limitation, Common Stock which share certificates together represent not less than the total number of Shares may be deemed to be sold beneficially owned by the undersigned in accordance with the rules and regulations of the Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) or (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise. The foregoing sentence shall not apply to: (1) transfers of shares of Common Stock made by reason of the death of any individual (a) to the Underwriters decedent's estate or personal representative, (b) pursuant to the decedent's last Will and Testament, or (c) by operation of law; and (2) subsequent transfers of any shares transferred by reason of death of an individual in a manner described in clause (1) of this sentence. In addition, the undersigned agrees that, without the prior written consent of X.X. Xxxxxx Securities Inc. on behalf of the Underwriters, it will not, during the period ending 180 days after the date of the Prospectus, make any demand for or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. In furtherance of the foregoing, the Company, and any duly appointed transfer agent for the registration or transfer of the securities described herein, are hereby authorized to decline to make any transfer of securities if such transfer would constitute a violation or breach of this Letter Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Letter Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that, if the Company notifies you in writing that it does not intend to proceed with the Public Offering, or if the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, survive termination) shall terminate or be terminated prior to take payment for and delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares Stock to be sold by the Selling Stockholder (collectivelythereunder, the “Certificates”)undersigned shall be released from all obligations under this Letter Agreement. Each such Certificate so deposited is in negotiable The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proper deliverable form endorsed in blank proceeding with the signature Public Offering in reliance upon this Letter Agreement. Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Underwriting Agreement, the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm terms of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, which are subject to negotiation between the instructions of Company and the AttorneysUnderwriters. This lock-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact up agreement shall be governed by and construed in accordance with the terms laws of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return State of New York, without regard to the undersigned new certificate(s) for the shares conflict of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreementlaws principles thereof. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred toVery truly yours, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows--------------------------------- By: ----------------------------- Name: Title:

Appears in 1 contract

Samples: Underwriting Agreement (Intralinks Inc)

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Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. Any notice by the Company to the Underwriter(s) pursuant to which they share underwriting obligations with respect this Terms Agreement shall be in writing and shall be deemed to have been duly given if mailed or transmitted by any standard form of telecommunication addressed to: ___________________________. The Company acknowledges that the statements set forth in the last paragraph of the cover page and in the ________________ paragraph[s] under the caption “Underwriting” in the Final Prospectus constitute the only information furnished in writing by or on behalf of any Underwriter expressly for use in the Registration Statement relating to the OfferingSecurities as originally filed or in any amendment thereof, any related Preliminary Prospectus or the Final Prospectus or in any amendment thereof or supplement thereto, as the case may be. SCHEDULE II Selling Stockholder Total Number Please accept this offer by signing a copy of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated this Terms Agreement in the PRC (space set forth below and returning the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in signed copy to us. Acting on behalf of themselves and as the PRC (Representatives of the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) several Underwriters By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT B Form BOSTON SCIENTIFIC CORPORATION Debt Securities DELAYED DELIVERY CONTRACT ___________ __, ______ Boston Scientific Corporation c/o [Name and address of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Representatives] Attention: [·] Ladies and GentlemenDear Sirs: This Custody Agreement (“Agreement”) is executed by the The undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands hereby agree to purchase from Boston Scientific Corporation (the “Company”). The proposed underwritten Public Offering will be effected pursuant , and the Company agrees to an underwriting agreement sell to the undersigned on __________ __, ____ (the “Underwriting AgreementDelivery Date) ), principal amount of the Company’s Debt Securities due ___________ __, ____ (the “Securities”), offered by the Company’s Basic Prospectus dated ____, as supplemented by its Final Prospectus dated ___________ __, ____, receipt of which is hereby acknowledged, at a purchase price of ____% of the principal amount thereof, plus accrued interest from ____, to the Delivery Date, and on the further terms and conditions set forth in the contract. Payment for the Securities which the undersigned has agreed to purchase on the Delivery Date shall be made to the Company or by wire transfer in same day funds, on the Delivery Date, upon delivery to the undersigned at the office of [name and address of Representatives], of the Securities to be entered into purchased by the undersigned in definitive form and among in such denominations and registered in such names as the undersigned may designate by written or telegraphic communication addressed to the Company not less than five full business days prior to the Delivery Date. The obligation of the undersigned to take delivery of and make payment for Securities on the Delivery Date shall be subject only to the conditions that (1) the purchase of Securities to be made by the undersigned shall not on the Delivery Date be prohibited under the laws of the jurisdiction to which the undersigned is subject and (2) the Company, on or before ___________ __, ____, shall have sold to the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf Underwriters of a group of underwriters the Securities (the “Underwriters”). In connection with ) such principal amount of the Public Offering, [·], has been appointed Securities as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed is to be sold to them pursuant to the Terms Agreement dated ___________ __, ____ between the Company and the Underwriters. The obligation of the undersigned to take delivery of and make payment for Securities shall not be affected by the failure of any purchaser to take delivery of and make payment for Securities pursuant to other contracts similar to this contract. The undersigned represents and warrants to you that its investment in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectivelySecurities is not, the “Firm Shares”) to the Underwriters for reoffering as of the Firm Shares in date hereof, prohibited under the form laws of ADSs together with shares any jurisdiction to which the undersigned is subject and which govern such investment. Promptly after completion of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits Company will mail or will cause deliver to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned at its address set forth below notice to such effect, accompanied by a copy of the opinion of counsel for the Company delivered to the Underwriters in connection therewith. By the Public Offeringexecution hereof, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, the undersigned represents and warrants to take the Company that all necessary corporate action for the due execution and delivery of this contract and the certificates or instruments set forth on Schedule I hereto to be completed payment for and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares purchase of the Common Shares held Securities has been taken by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectivelyit and no further authorization or approval of any governmental or other regulatory authority is required for such execution, the “Certificates”). Each such Certificate so deposited is in negotiable delivery, payment or purchase, and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchangethat, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s upon acceptance hereof by the execution Company and mailing or delivery of a copy as provided below, this Agreement shall contract will constitute an acknowledgement by the Custodian a valid and binding agreement of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement undersigned in accordance with the provisions hereofits terms. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness [Name of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·Purchaser] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:By________________________________ Accepted: BOSTON SCIENTIFIC CORPORATION By________________________________ EXHIBIT C FORM OF OPINION OF SHEARMAN & STERLING LLP

Appears in 1 contract

Samples: Terms Agreement (Boston Scientific Corp)

Total. 1 CLSA 7,200,000 =============== EXHIBIT __ [Letterhead of officer or director of the Company] Apex Silver Mines Limited has formed a strategic alliance with CIBC World ------------------------- Public Offering of Ordinary Shares ---------------------------------- , 1997 ------------ Salomon Brothers Inc PaineWebber Incorporated Scotia Capital Markets Corp. pursuant to which they share underwriting obligations with respect to (USA) Inc. Xxxxx Xxxxxx Inc. As U.S. Representatives of the Offering. SCHEDULE II Selling Stockholder Total Number of Firm Shares to be Sold several U.S. Underwriters, c/o Salomon Brothers Inc Seven Xxxxx Xxxxx Xxxxxx Xxx Xxxx, Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside the PRC (the “Overseas Subsidiaries”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] 00000 Ladies and Gentlemen: This Custody Agreement (“Agreement”) letter is executed by the undersigned stockholder (the “Selling Stockholder”) being delivered to you in connection with the proposed U.S. Underwriting Agreement (the "Underwriting Agreement"), between Apex Silver Mines Limited, a Cayman Islands corporation (the "Company"), and in furtherance each of you as representatives of a proposed group of Underwriters named therein, relating to an underwritten public offering (the “Public Offering”) of shares of Ordinary Shares, $.01 par value US$0.01 per share (the “Common "Ordinary Shares”) in the form of American Depositary Shares (“ADSs”"), of The9 Limitedthe Company. In order to induce you and the other U.S. Underwriters to enter into the Underwriting Agreement, an exempted company the undersigned will not, without the prior written consent of Salomon Brothers Inc, offer, sell, contract to sell, pledge or otherwise dispose of, or file a registration statement with limited liability existing under the laws Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Cayman Islands Exchange Act with respect to, any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for such capital stock, or publicly announce an intention to effect any such transaction, for a period of 180 days after the date of this Agreement, other than (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”i) any shares of Ordinary Shares to be entered into by and among sold hereunder, (ii) any option or warrant or the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf conversion of a group security outstanding on the date hereof and referred to in the Prospectus to which this Agreement relates and (iii) shares of underwriters Ordinary Shares disposed of as bona fide gifts approved by Salomon Brothers Inc. If for any reason the Underwriting Agreement shall be terminated prior to the Closing Date (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively), the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is agreement set forth on Schedule I heretoabove shall likewise be terminated. The Custodian is hereby authorizedYours very truly, in its capacity as custodian, to take delivery [Signature of the certificates officer or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·director] [Name and address of the Company] and [·officer or director], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:

Appears in 1 contract

Samples: Apex Silver Mines LTD

Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant (1) The Underwriters may purchase up to which they share underwriting obligations with respect an additional [ — ] Option Shares, to the Offeringextent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE II Selling Stockholder Total Number III Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V List of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx Individuals and Entities Executing Lock-Up Agreements EXHIBIT A Subsidiaries Subsidiaries Incorporated Outside Form of Lock-Up Agreement , 2012 Xxxxx Xxxxxxx & Co. Xxxxxxxx Inc. As representatives of the PRC underwriters named in Schedule II to the Purchase Agreement referred to below c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 c/o Stephens Inc. 000 Xxxxxx Xxxxxx Xxxxxx Xxxx, XX 00000 Dear Sirs: As an inducement to the underwriters (the “Overseas SubsidiariesUnderwriters”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC to execute a purchase agreement (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Purchase Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of providing for a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share common stock (the “Common Shares”) in the form of American Depositary Shares (“ADSsStock”), of The9 LimitedConn’s, an exempted company with limited liability existing under the laws of the Cayman Islands Inc. and any successor (by merger or otherwise) thereto (the “Company”). The proposed underwritten Public Offering will be effected pursuant to an underwriting agreement (the “Underwriting Agreement”) to be entered into by and among the Company, the Selling Stockholder, other Selling Stockholders and Bear, Xxxxxxx & Co. Inc., as Representative on behalf of a group of underwriters (the “Underwriters”). In connection with the Public Offering, [·], has been appointed as the Transfer Agent (the “Transfer Agent”) for the Common Shares. Capitalized terms used, but not otherwise defined herein, shall have the respective meanings ascribed to them in the Underwriting Agreement. The Selling Stockholder proposes to sell up to the aggregate number of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement (collectively, the “Firm Shares”) to the Underwriters for reoffering of the Firm Shares in the form of ADSs together with shares of Common Shares and Additional Shares, if any, to be purchased by the Underwriters from the Company (collectively, the “Additional Shares” and, together with the Firm Shares, the “Shares”). In connection with and to facilitate the sale of the Shares to the Underwriters, the undersigned hereby appoints [agrees that without, in each case, the Company] as custodian prior written consent of Xxxxx Xxxxxxx & Co. (“Xxxxx Xxxxxxx”) and Xxxxxxxx Inc. (the “CustodianRepresentatives”) and herewith deposits during the period specified in the second succeeding paragraph (the “Lock-Up Period”), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or will cause contract to be deposited with the Custodian one purchase, purchase any option or more certificates representing contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Shares Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Stock (including without limitation, Common Stock which share certificates together represent not less than the total number of Shares may be deemed to be sold beneficially owned by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company in the United States or by a member firm of the New York Stock Exchange, or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms rules and regulations of the Underwriting Securities and Exchange Commission and securities which may be issued upon exercise of a stock option or warrant) whether now owned or hereafter acquired (the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Securities. The initial Lock-Up Period will commence on the date of this Agreement and continue and include the date 90 days after the date of the final prospectus used to sell Common Stock in the Offering pursuant to the Purchase Agreement, to which you are or expect to become parties; provided, however, that if (c1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings results or material news or a material event relating to return the Company occurs or cause (2) prior to the Transfer Agent expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the initial Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of such earnings results or material news, or the occurrence of such material event, as applicable, unless the Representatives waive, in writing, such extension. The undersigned hereby acknowledges that the Company will be requested to return agree in the Purchase Agreement to provide written notice to the undersigned new certificate(s) for of any event that would result in an extension of the shares of Common Shares represented by any Certificate deposited hereunder that are not sold Lock-Up Period pursuant to the Underwriting Agreementprevious paragraph and agrees that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned. The Custodian’s acceptance hereof by undersigned further agrees that, prior to engaging in any transaction or taking any other action that is subject to the execution terms of this Agreement shall constitute an acknowledgement by during the Custodian period from the date of this Agreement to and including the 34th day following the expiration of the receipt of initial Lock-Up Period, it will give notice thereof to the Certificates herein referred to, shall constitute an acceptance by Company and will not consummate such transaction or take any such action unless it has received written confirmation from the Custodian of Company that the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to Lock-Up Period (as may have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder extended pursuant to the Underwriting Agreement, a preliminary draft of which previous paragraph) has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:expired.

Appears in 1 contract

Samples: Purchase Agreement (Conns Inc)

Total. 1 CLSA Limited has formed a strategic alliance with CIBC World Markets Corp. pursuant (1) The Underwriters may purchase up to which they share underwriting obligations with respect an additional [ — ] Option Shares, to the Offeringextent the option described in Section 3(b) of the Agreement is exercised, in the proportions and in the manner described in the Agreement. SCHEDULE II Selling Stockholder Total Number List of Firm Shares to be Sold Xxx Xxx Xudong He Natural Flow Limited Blue Stories Limited Magic Health Limited Xxxx Xxxx Kung Individuals and Entities Executing Lock-Up Agreements Officers Non-Employee Directors Significant Stockholders SCHEDULE III Incsight Limited Xxxxx Limited Air Tech Ventures Limited Blue Stories Limited Magic Health Limited Natural Flow Limited Xudong He Xxxx Xxxx Kung Xxx Xxx Certain Permitted Free Writing Prospectuses SCHEDULE IV Pricing Information SCHEDULE V Written Testing-the-Waters Communications EXHIBIT A Subsidiaries Subsidiaries Form of Lock-Up Agreement Lock-Up Agreement ______________, 2015 Xxxxx Xxxxxxx & Co. Xxxxxx, Xxxxxxxx & Company, Incorporated Outside As representatives of the PRC underwriters named in Schedule II to the Underwriting Agreement referred to below c/o Xxxxx Xxxxxxx & Co. 000 Xxxxxxxx Xxxx, Xxxxx 000 Xxxxxxxxxxx, XX 00000 Dear Sirs: As an inducement to the underwriters (the “Overseas SubsidiariesUnderwriters”) XxxxXxx.xxx (Hong Kong) Ltd. (“Gamenow Hong Kong”) China The9 Interactive Limited (“C9I”) 9Webzen Limited (“9Webzen Hong Kong”) City GameNet Limited Subsidiaries Incorporated in the PRC (the “PRC Subsidiaries”) The9 Computer Technology Consulting (Shanghai) Co., Ltd. (“The9 Computer”) 9Webzen (Shanghai) Co., Ltd. (“9Webzen Shanghai”) Affiliated Companies Incorporated in the PRC (the “PRC Affiliated Companies”) Shanghai Jiucheng Information Technology Co., Ltd. (“Shanghai IT”) Shanghai Jiucheng Advertisement Co., Ltd. (“Shanghai Advertisement”) EXHIBIT B Form of Custody Agreement The9 Limited 00/X XXXXX Xxxxxx Xx. 0000 Xxxxxxx Xxxx Xxxx Xxxxxxxx 200041 People’s Republic of China Attention: [·] Ladies and Gentlemen: This Custody Agreement (“Agreement”) is executed by the undersigned stockholder (the “Selling Stockholder”) in connection with and in furtherance of a proposed public offering (the “Public Offering”) of shares of Ordinary Shares, par value US$0.01 per share (the “Common Shares”) in the form of American Depositary Shares (“ADSs”), of The9 Limited, an exempted company with limited liability existing under the laws of the Cayman Islands (the “Company”). The proposed underwritten Public Offering will be effected pursuant to execute an underwriting agreement (the “Underwriting Agreement”) to be entered into providing for a public offering (the “Offering”) of common stock (the “Common Stock”), of Gelesis, Inc. and any successor (by and among merger or otherwise) thereto (the Company”), the Selling Stockholderundersigned hereby agrees that without, other Selling Stockholders and Bearin each case, the prior written consent of Xxxxx Xxxxxxx & Co. Inc.and Xxxxxx, as Representative on behalf of a group of underwriters Xxxxxxxx & Company, Incorporated (the “UnderwritersRepresentatives). In connection with ) during the Public Offering, [·], has been appointed as period specified in the Transfer Agent second succeeding paragraph (the “Transfer AgentLock-Up Period), the undersigned will not: (1) offer, pledge, announce the intention to sell, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into, exercisable or exchangeable for or that represent the right to receive Common Shares. Capitalized terms usedStock, but not otherwise defined hereinincluding without limitation, shall have Common Stock which may be deemed to be beneficially owned by the respective meanings ascribed to them undersigned in accordance with the Underwriting Agreement. The Selling Stockholder proposes to sell up to rules and regulations of the aggregate number Securities and Exchange Commission and securities which may be issued upon exercise of Firm Shares listed opposite the Selling Stockholder’s name on Schedule II to the Underwriting Agreement a stock option or warrant, whether now owned or hereafter acquired (collectively, the “Firm Shares”) Securities” and with respect to the Underwriters for reoffering undersigned, the “Undersigned’s Securities”); (2) enter into any swap or other agreement that transfers, in whole or in part, any of the Firm Shares economic consequences of ownership of the Undersigned’s Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to, the registration of any Common Stock or any security convertible into or exercisable or exchangeable for Common Stock; or (4) publicly disclose the intention to do any of the foregoing. The undersigned agrees that the foregoing restrictions preclude the undersigned from engaging in any hedging or other transaction which is designed to or which reasonably could be expected to lead to or result in a sale or disposition of the Undersigned’s Securities even if such Securities would be disposed of by someone other than the undersigned. Such prohibited hedging or other transactions would include without limitation any short sale or any purchase, sale or grant of any right (including without limitation any put or call option) with respect to any of the Undersigned’s Securities or with respect to any security that includes, relates to, or derives any significant part of its value from such Undersigned’s Securities. The Lock-Up Period will commence on the date of this Lock-Up Agreement and continue and include the date 180 days after the date of the final prospectus used to sell Common Stock in the form Offering pursuant to the Underwriting Agreement, to which you are or expect to become parties. If the undersigned is an officer or director of ADSs together the Company, (i) each of the Representatives agrees that, at least three business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of shares of Common Shares Stock, the Representatives will notify the Company of the impending release or waiver, and Additional Shares(ii) the Company has agreed in the Underwriting Agreement to announce the impending release or waiver by issuing a press release through a major news service at least two business days before the effective date of the release or waiver. Any release or waiver granted by the Representatives hereunder to any such officer or director shall only be effective two business days after the publication date of such press release. The provisions of this paragraph will not apply if both (a) the release or waiver is effected solely to permit a transfer not for consideration, if anyand (b) the transferee has agreed in writing to be bound by the same terms described in this letter that are applicable to the transferor, to the extent and for the duration that such terms remain in effect at the time of the transfer. If the undersigned is an officer or a director of the Company, or a beneficial owner of 5% or more of the Company’s capital stock as of immediately prior to the closing of the Offering, the undersigned further agrees that the foregoing provision shall be purchased equally applicable to any issuer directed Common Stock that the undersigned may purchase in the offering. Notwithstanding the foregoing, the undersigned may transfer the Undersigned’s Securities (i) as a bona fide gift or gifts, (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned, (iii) if the undersigned is a corporation, partnership, limited liability company, trust or other business entity (1) to another corporation, partnership, limited liability company, trust or other business entity that is a direct or indirect affiliate (as defined in Rule 405 promulgated under the Securities Act of 1933, as amended) of the undersigned or (2) to limited partners, limited liability company members or stockholders of the undersigned, (iv) if the undersigned is a trust, to the beneficiary of such trust, (v) by testate succession or intestate succession, (vi) acquired in open market transactions after the completion of the Offering or (vii) pursuant to the Underwriting Agreement; provided, in the case of clauses (i)-(vi), that (x) such transfer shall not involve a disposition for value, (y) the transferee agrees in writing with the Underwriters to be bound by the Underwriters from terms of this Lock-Up Agreement, and (z) no filing by any party under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be made voluntarily in connection with such transfer. For purposes of this Lock-Up Agreement, “immediate family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin. In addition, the foregoing restrictions shall not apply to (i) the exercise of stock options granted pursuant to the Company’s equity incentive plans; provided that it shall apply to any of the Undersigned’s Securities issued upon such exercise, or (ii) the establishment of any contract, instruction or plan (a “Plan”) that satisfies all of the requirements of Rule 10b5-1(c)(1)(i)(B) under the Exchange Act; provided that no sales of the Undersigned’s Securities shall be made pursuant to such a Plan prior to the expiration of the Lock-Up Period, and such a Plan may only be established if no public announcement of the establishment or existence thereof and no filing with the Securities and Exchange Commission or other regulatory authority in respect thereof or transactions thereunder or contemplated thereby, by the undersigned, the Company (collectivelyor any other person, shall be required, and no such announcement or filing is made voluntarily, by the undersigned, the “Additional Shares” andCompany or any other person, together prior to the expiration of the Lock-Up Period. In furtherance of the foregoing, the Company and its transfer agent and registrar are hereby authorized to decline to make any transfer of shares of the Undersigned’s Securities if such transfer would constitute a violation or breach of this Lock-Up Agreement. The undersigned hereby represents and warrants that the undersigned has full power and authority to enter into this Lock-Up Agreement and that upon request, the undersigned will execute and additional documents necessary to ensure the validity or enforcement of this Lock-Up Agreement. All authority herein conferred or agreed to be conferred and any obligations of the undersigned shall be binding upon the successors, assigns, heirs or personal representatives of the undersigned. The undersigned understands that the undersigned shall be released from all obligations under this Lock-Up Agreement if (i) the Company notifies the Underwriters that it does not intend to proceed with the Firm SharesOffering, (ii) the Underwriting Agreement does not become effective, or if the Underwriting Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, or (iii) the Offering is not completed by June 30, 2015. The undersigned understands that the Underwriters are entering into the Underwriting Agreement and proceeding with the Offering in reliance upon this Lock-Up Agreement. This Lock-Up Agreement shall be governed by, and construed in accordance with, the laws of the State of New York. Very truly yours, Printed Name of Holder By: Signature Printed Name of Person Signing (and indicate capacity of person signing if signing as custodian, trustee, or on behalf of an entity) EXHIBIT B Form of Company Counsel Opinion (Provided separately) EXHIBIT C Form of Company Intellectual Property Counsel Opinion (Provided separately) EXHIBIT D Form of Company Regulatory Counsel Opinion (Provided separately) EXHIBIT E Form of Company Press Release for Waivers or Releases of Officer/Director Lock-Up Agreements Gelesis, Inc. [Date] Gelesis, Inc. (the SharesCompany)) announced today that Xxxxx Xxxxxxx & Co. and Xxxxxx, Xxxxxxxx & Company, Incorporated, as the representatives of the underwriters, are [waiving] [releasing] [a] lock-up restriction[s] with respect to an aggregate of **[# of common shares] held by certain [officers] [directors] of the Company. In These [officers] [directors] entered into lock-up agreements with the representatives in connection with and to facilitate the Company’s initial public offering. This [waiver] [release] will take effect on **[date that is at least 2 business days following date of this press release]. This press release is not an offer for sale of the Shares to the Underwriters, the undersigned hereby appoints [the Company] as custodian (the “Custodian”) and herewith deposits or will cause to be deposited with the Custodian one or more certificates representing shares of Common Shares which share certificates together represent not less than the total number of Shares to be sold by the undersigned to the Underwriters in the Public Offering, which number is set forth on Schedule I hereto. The Custodian is hereby authorized, in its capacity as custodian, to take delivery of the certificates or instruments set forth on Schedule I hereto to be completed and delivered with this Agreement by the Selling Stockholder, which certificates or instruments represent such shares of the Common Shares held by the Selling Stockholder that will constitute the Shares to be sold by the Selling Stockholder (collectively, the “Certificates”). Each such Certificate so deposited is in negotiable and proper deliverable form endorsed in blank with the signature of the undersigned thereon guaranteed by a commercial bank or trust company securities in the United States or by a member firm of in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold in the New York Stock Exchange, United States absent registration or is accompanied by a duly executed stock power or powers in blank, bearing the signature of the undersigned so guaranteed. The Custodian is hereby authorized and directed, subject to the instructions of the Attorneys-in-Fact, (a) to hold in custody the Certificate or Certificates deposited herewith, (b) to deliver or to authorize the Transfer Agent to deliver the Certificate or Certificates deposited hereunder (or replacement certificate(s) for the Shares) to or at the direction of the Attorneys-in-Fact in accordance with the terms of the Underwriting Agreement and (c) to return or cause the Transfer Agent to return to the undersigned new certificate(s) for the shares of Common Shares represented by any Certificate deposited hereunder that are not sold pursuant to the Underwriting Agreement. The Custodian’s acceptance hereof by the execution of this Agreement shall constitute an acknowledgement by the Custodian of the receipt of the Certificates herein referred to, shall constitute an acceptance by the Custodian of the authorization herein conferred and shall evidence the Custodian’s agreement to carry out and perform this Agreement in accordance with the provisions hereof. The Custodian shall be protected in acting upon any certificate, notice or other instrument in writing received by the Custodian hereunder or under the Underwriting Agreement that in good faith the Custodian shall believe to be genuine and to have been filed or presented by a proper person or persons, not only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and accuracy of any information therein contained. Concurrently with the execution of this Agreement, the Selling Stockholder has executed and delivered a Power of Attorney (a “Power of Attorney”) naming [·] [of the Company] and [·], or either of them acting singly or together, as attorney-in-fact (each, an “Attorney-in-Fact”) to act for the Selling Stockholder in connection with the sale by the Selling Stockholder of the Shares pursuant to a Registration Statement (the “Registration Statement”) on Form F-1 (File No. 333-[·]) exemption from registration under the United States Securities Act of 1933, as amended, including the taking of certain actions on behalf of the Selling Stockholder pursuant to the Underwriting Agreement, a preliminary draft of which has been delivered to the Selling Stockholder. In order to secure the performance of the Underwriting Agreement and the sale thereunder of the Shares, the Selling Stockholder agrees with the Custodian as follows:.

Appears in 1 contract

Samples: Underwriting Agreement (Gelesis Inc)

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