Underwriting Process Sample Clauses

Underwriting Process. Diamond Resorts will review each loan application, taking into account the following guidelines and requirements.
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Underwriting Process. The underwriting process consists mainly of the commercialization process of the bonds. The issuer will play an important role throughout this process. Senior representatives of the issuer will generally assist with meetings with the underwriter and potential investors to promote the securities. The underwriter and the issuer will analyse the reaction of the investors during the roadshows and agree on the price, payable interest and quantity of securities and will execute the underwriting agreement. During the subscription period, the underwriters will execute different subscription agreements with investors, whereby the investors will agree to purchase a determined amount of securities. Generally, the subscriptions agreements are conditioned upon (i) the underwriting agreement relating to the offering being executed and having become unconditional, (ii) successful completion of the offering; and, (iii) the successful listing of the securities. As can be expected, this agreement is heavily negotiated, as it will distribute the risks of the allocation of the securities in the market. A balance has to be reached between the price and quantity of securities to be issued. If overestimated, the price of the securities could fall after the initial offering while, on the other hand, a bad estimation of price could also lead to the issuer “selling” its securities at a price lower than what the market is willing to pay (underselling). Closing will be deferred from signing, these are two stages in the completion of the execution of the agreement. At closing, the issuer will deliver the securities and the underwriter will pay the agreed price (if that is what has been agreed, rather than just make best efforts or to acquire any unsold securities). The parties may agree on another mechanism by means of which the price of the securities is agreed before executing the agreement. This will be followed by a subscription period in which the underwriter will try to sell the securities to investors who will place orders for buying the securities effective at the end of the subscription period. In this case the underwriter will prior obtain quotation from other major players (sub-underwriters) to estimate the appetite of the market for the securities. The difference between these two processes is the allocation of risk regarding the success or not of the commercialization process. In the first mechanism, risk is mostly shared by the parties, as the price is determined at the ...
Sample 1
Underwriting Process. Section 2.01 —
Sample 1
Underwriting Process. The initial underwriting process begins when a deal is sourced and entered into the CapitalSource Deal Tracker (“DT”). The information gathered at this point includes, but is not limited to, financial statements, management profile, projections, need for financing, sponsor or buying group profile (if applicable). Once a deal is sourced, either a Development Officer or Investment Officer prepares a term sheet. See origination section for a discussion on term sheets. When the decision to issue a term sheet is made, Underwriting should be notified by entering the information on the DT so that the progress of the term sheet can be tracked. All term sheets, along with other pertinent deal flow information should be communicated to Underwriting such that appropriate staffing decisions and planning can be accomplished. Once a term sheet is executed by a potential customer, the Investment Officer and assigned Underwriting Officer should go through a planning process. This process will include setting the expectations for timing of delivery of a closing, and then working backwards, determine a date for approval, a date that the credit write-up needs to be completed, date the field exam needs to be completed, etc. Any scheduling of appraisals, outside research, background checks etc. should be determined, and responsible parties determined at that time. The majority of all new transactions will require a field examination. The scope will vary depending on whether there is a reliance on collateral, cashflow, or both. The scope of this fieldwork would be determined in the planning process. Obviously, as fieldwork is being performed, adjustments to the scope of the work are often necessary. The underwriter and Investment Officer must be kept appraised of the process so that any adjustments to the timing, structure, etc. can be considered and communicated back to the customer as necessary. Field examination work is to be summarized in a comprehensive document in a standard format as determined by CapitalAnalytics. This report is to be included in the credit package submitted to the credit committee for approval. The accumulation of the due diligence/underwriting process will be documented in the form of an underwriting report. An underwriter must prepare this document. This report has a standardized format as determined by CapitalAnalytics. The Investment Officer will prepare a separate credit memorandum with his/her analysis of the transaction. These documents have a s...
Sample 1

Related to Underwriting Process

  • Underwriting Procedures If the Initiating Holders so elect, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a).

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Description of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Underwriting Requirements (a) If, pursuant to Subsection 2.1, the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Subsection 2.1, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In such event, the right of any Holder to include such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision of this Subsection 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

  • Offering Process In connection with the Offering, each of the Co-Managers will:

  • Terms Agreement The Representatives may terminate the applicable Terms Agreement, by notice to the Company, at any time at or prior to the Closing Time or any relevant Date of Delivery, if (i) there has been, since the time of execution of such Terms Agreement or since the respective dates as of which information is given in the Prospectus (exclusive of any supplement thereto, after the date of the applicable Terms Agreement), any material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its Subsidiaries considered as one enterprise, whether or not arising in the ordinary course of business, or (ii) there has occurred any material adverse change in the financial markets in the United States or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, in the international financial markets, or any outbreak of hostilities or escalation thereof or other calamity or crisis or any change or development involving a prospective change in national or international political, financial or economic conditions, in each case the effect of which is such as to make it, in the reasonable judgment of the Representatives impracticable or inadvisable to market the Underwritten Securities or to enforce contracts for the sale of the Underwritten Securities, or (iii) (a) trading in any securities of the Company has been suspended or materially limited by the Commission or the New York Stock Exchange (or any successor thereto), or (b) if trading generally on the New York Stock Exchange or in the Nasdaq Stock Market has been suspended or materially limited, or minimum or maximum prices for trading have been fixed, or maximum ranges for prices have been required, by either of said exchanges or by such system or by order of the Commission, FINRA or any other governmental authority, or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, or (iv) a banking moratorium has been declared by either Federal or New York authorities or, if the Underwritten Securities include debt securities denominated or payable in, or indexed to, one or more foreign or composite currencies, by the relevant authorities in the related foreign country or countries, or (v) there has occurred, since the time of execution of such Terms Agreement, a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Company’s other securities by a NRSRO, or since the time of execution of such Terms Agreement, any such NRSRO shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the Underwritten Securities or any of the Company’s other securities.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriting Methodology The methodology used in underwriting the extension of credit for each Mortgage Loan employs objective mathematical principles which relate the related Mortgagor's income, assets and liabilities to the proposed payment and such underwriting methodology does not rely on the extent of the related Mortgagor's equity in the collateral as the principal determining factor in approving such credit extension. Such underwriting methodology confirmed that at the time of origination (application/approval) the related Mortgagor had a reasonable ability to make timely payments on the Mortgage Loan;

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