Securities Uses in Conditions of Underwriters' Obligations Clause

Conditions of Underwriters' Obligations from Underwriting Agreement

The undersigned, Akers Biosciences, Inc., a corporation formed under the laws of the State of New Jersey (collectively, with its subsidiaries, including, without limitation, all entities disclosed or described in the Registration Statement (as hereinafter defined) as being subsidiaries of Akers Biosciences, Inc., the "Company"), hereby confirms its agreement (this "Agreement") with Joseph Gunnar & Co., LLC (hereinafter referred to as "you" (including its correlatives) or the "Representative") and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the "Underwriters" or, individually, an "Underwriter") as follows:

Conditions of Underwriters' Obligations. The obligations of the Underwriters to purchase and pay for the Securities, as provided herein, shall be subject to (i) the continuing accuracy of the representations and warranties of the Company in all material respects as of the date hereof and as of each of the Closing Date and the Option Closing Date, if any; (ii) the accuracy of the statements of officers of the Company made pursuant to the provisions hereof; (iii) the performance by the Company in all material respects of its obligations hereunder; and (iv) the following conditions:

Conditions of Underwriters Obligations from Common Stock Underwriting Agreement

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained in this Agreement, or in certificates signed by any officer of the Company or any subsidiary of the Company (whether signed on behalf of such officer, the Company or such subsidiary) to the Representatives or counsel for the Underwriters, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Underwriting Agreement

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Operating Partnership contained in this Agreement, or in certificates signed by any officer of the Company and the Operating Partnership, or any subsidiary of the Company (whether signed on behalf of such officer, the Company, the Operating Partnership or such Subsidiary) delivered to the Representatives or counsel for the Underwriters, to the performance by the Company and the Operating Partnership of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Common Stock Underwriting Agreement

Valvoline Inc., a Kentucky corporation (the Company), and wholly-owned subsidiary of Ashland Global Holdings Inc., a Delaware corporation (Parent), confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch) and each of the other Underwriters named in Schedule A hereto (collectively, the Underwriters, which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), for whom Merrill Lynch, Citigroup Global Markets Inc. and Morgan Stanley & Co. LLC are acting as representatives (in such capacity, the Representatives), with respect to (i) the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of Common Stock, par value $0.01 per share, of the Company (Common Stock) set forth in Schedule A hereto and (ii) the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchas

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company contained herein or in certificates of any officer of the Company or any of its subsidiaries delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Common Stock Underwriting Agreement

Varietal Distribution Holdings, LLC (the Selling Shareholder) as shareholder of VWR Corporation, a Delaware corporation (the Company) confirms its agreement with Merrill Lynch, Pierce, Fenner & Smith Incorporated (the Underwriter) with respect to (i) the sale by the Selling Shareholder and the purchase by the Underwriter of an aggregate of 8,000,000 shares of Common Stock, par value $0.01 per share, of the Company (the Common Stock) and (ii) the grant by the Selling Shareholder to the Underwriter of the option described in Section 2(b) hereof to purchase all or any part of the 1,200,000 additional shares of Common Stock. The aforesaid 8,000,000 shares of Common Stock (the Initial Securities) to be purchased by the Underwriter and all or any of the 1,200,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the Option Securities) are herein called, collectively, (the Securities).

Conditions of Underwriters Obligations. The obligations of the Underwriter hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Common Stock Underwriting Agreement

Walgreens Boots Alliance, Inc., a Delaware corporation (the Company), and the persons listed in Schedule 2 (the Selling Stockholders), confirm their respective agreements with the Underwriters named in Schedule 1 (the Underwriters) with respect to the sale by the Selling Stockholders, acting severally and not jointly, and the purchase by the Underwriters, acting severally and not jointly, of the respective numbers of shares of common stock, par value $0.01 per share, of the Company (the Common Stock) set forth in Schedules 1 and 2 hereto. The aforesaid shares of Common Stock to be purchased by the Underwriters are herein called the Securities. To the extent there is only a single underwriter listed on Schedule 1, the term Underwriters shall mean such underwriter, and Section 11 herein shall not apply.

Conditions of Underwriters Obligations. The obligation of each Underwriter to purchase Securities on the Closing Date as provided herein is subject to the performance by each of the Company and each Selling Stockholder of its covenants and other obligations hereunder and to the following additional conditions:

Conditions of Underwriters' Obligations from Underwriting Agreement

c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 KeyBanc Capital Markets Inc. 127 Public Square, 4th Floor Cleveland, Ohio 44114

Conditions of Underwriters' Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Operating Partnership contained herein or in certificates of any officer of the Company or any authorized representative of the Operating Partnership delivered pursuant to the provisions hereof, to the performance by the Company and the Operating Partnership of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Underwriting Agreement

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder to purchase the Initial Securities on the Closing Date or the Option Securities on the Date of Delivery, as the case may be, are subject to the accuracy of the representations and warranties of the Company contained in this Agreement, or in certificates signed by any officer of the Company or any subsidiary of the Company (whether signed on behalf of such officer, the Company or such subsidiary) delivered to the Representative or counsel for the Underwriters, to the performance by the Company of its covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Common Stock Underwriting Agreement

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Selling Shareholder contained herein or in certificates of any officer of the Company or any of its subsidiaries or on behalf of the Selling Shareholder delivered pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of their respective covenants and other obligations hereunder, and to the following further conditions:

Conditions of Underwriters Obligations from Termination of Agreement

Conditions of Underwriters Obligations. The obligations of the several Underwriters hereunder are subject to the accuracy of the representations and warranties of the Company and the Operating Partnership contained in this Agreement, or in certificates signed by any officer of the Company and the Operating Partnership, or any subsidiary of the Company (whether signed on behalf of such officer, the Company, the Operating Partnership or such Subsidiary) delivered to the Underwriters or counsel for the Underwriters, to the performance by the Company and the Operating Partnership of their respective covenants and other obligations hereunder, and to the following further conditions: