Underwritings Clause Samples
The 'Underwritings' clause defines the terms and conditions under which a party, typically an underwriter, agrees to assume financial responsibility for certain risks or obligations, often in the context of securities offerings or insurance. This clause outlines the scope of the underwriter's commitments, such as the amount of securities to be purchased, the pricing, and the procedures for allocation and settlement. By clearly specifying these details, the clause ensures that all parties understand their respective roles and obligations, thereby facilitating smooth transactions and mitigating the risk of misunderstandings or disputes.
Underwritings. In the case of any Demand Registration that is an Underwritten Registration, the managing underwriters shall be selected by the Company and shall be reasonably acceptable to the Investor. No holder of Registrable Securities may participate or have any of such holder’s Registrable Securities included in such Underwritten Registration unless such holder accepts the terms of such underwriting as approved by the Company and enters into such underwriting, custody, indemnity and other agreements, each in customary form and containing such representations, warranties and other provisions as are customarily made by selling stockholders in connection with similar Underwritten Registrations, and completes and delivers such questionnaires and other documents as reasonably requested by the managing underwriters of such Underwritten Offering.
Underwritings. The Client agrees that the Bank may recommend to the Client and upon the Client’s instructions commit to purchase and purchase securities for the Account in underwritings of new issues, rights issues and similar offerings including, without limitation, underwritings in which the Bank, or Crédit Agricole Corporate and Investment Bank or any Affiliate, acts as sponsor, financial advisor, underwriter or lending bank, or in another capacity.
Underwritings. After the completion of the funding of the Notes and the Stock Payment, if, pursuant to this Section 2, 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 this Section 2, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Board of Directors. 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 Section 2.4(e)) enter into an underwriting agreement in customary form with the underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such Holder. Notwithstanding any other provision of this Section 2, 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 ...
Underwritings. Subject to the terms and conditions set forth herein, during the Commitment Period the Company may elect to deliver a Demand Notice. Upon the Company's delivery of such Demand Notice, the Underwriter, subject to the limitations of Section 2.2(a), agrees, during the Selling Period corresponding to such Demand Notice, to sell, on behalf of the Company and on a best efforts basis, the number of shares of the Company's Common Stock whose proceeds to the Company equal the Minimum Offering Amount. The amount specified in any Demand Notice shall not be less than $2,000,000 nor more than $15,000,000.
Underwritings. In the case of any Demand Registration that is for an underwritten public offering, the managing underwriters shall be selected by the Company following consultation with the Shareholder. In order to participate, or have any Registrable Securities included, in such registration the Shareholder shall accept the terms of such underwriting as approved in good faith by the Company and the Shareholder, and as the managing underwriters of such offering may require, the Shareholder shall (i) enter into such underwriting, custody, indemnity and other agreements and (ii) complete and deliver such questionnaires and other documents, in each such case in form and substance reasonably acceptable to the Shareholder.
Underwritings. If the Initiating Holder intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Corporation as a part of its request made pursuant to Section 3.2(a) and the Corporation shall include such information in the written notice referred to in Section 3.2(a)(i). The provisions of Section 3.1(d) shall be applicable to such request mutatis mutandis.
Underwritings. Subject to the terms and conditions set forth herein, during the Commitment Period the Company may elect to deliver a Capital Demand Notice. Upon the Company's delivery of such Capital Demand Notice, the Underwriter, subject to the limitations of Section 2.2(a), agrees, during the Selling Period corresponding to such Capital Demand Notice, to sell, on behalf of the Company and on a best efforts basis, the number of shares of the Company's Common Stock equal to the Minimum Share Amount; provided, however, that the Underwriter may not sell more than 15% of the Maximum Draw Down Amount on any given Trading Day during a Selling Period. The Minimum Draw Down Amount specified in any Capital Demand Notice shall not be less than $2,000,000 nor more than $15,000,000.
Underwritings. Subject to the terms and conditions set forth herein, during the Commitment Period the Company may elect to deliver a Capital Demand Notice. Upon the Company's delivery of such Capital Demand Notice, the Underwriter, subject to the limitations of Section 2.2(a), agrees, during the Selling Period corresponding to such Capital Demand Notice, to sell, on behalf of the Company and on a best efforts basis, the number of shares of the Company's Common Stock equal to the Minimum Share Amount; provided, however, that the Underwriter may not sell more than 15% of the Maximum Draw Down Amount on any given Trading Day during a Selling Period. The Minimum Draw Down Amount specified in any Capital Demand Notice shall not be less than $2,000,000 nor more than $15,000,000.