Common use of Purchase of the Stock by the Underwriters Clause in Contracts

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Chiasma, Inc), Underwriting Agreement (International Market Centers, Inc.)

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Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 1,500,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 225,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth provided in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $[●] shall be $ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Capital Crossing Preferred Corp, Capital Crossing Preferred Corp

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 13,100,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 1,900,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 36.61 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (ANTERO RESOURCES Corp), Underwriting Agreement

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (In8bio, Inc.), Underwriting Agreement (In8bio, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●[ ] shares of the Firm Stock and each of the Selling Shareholders hereby agrees to sell the number of shares of the Firm Stock set opposite their name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Shareholder that number of shares of the Firm Stock which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and each Selling Shareholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to [●[ ] additional shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●[ ] per share. The Company is and the Selling Shareholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery Date, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Vistacare Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 17,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,550,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 5.984375 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] - per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Delek US Holdings, Inc.

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [·] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [·] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[·] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Rally Software Development Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 29.712 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (PNM Resources Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 7,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 1,095,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 16.8625 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Allscripts Healthcare Solutions Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 22,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 3,300,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 17.11 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 1,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to [●] 150,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 78.31 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Palomar Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell [●] 12,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [●] additional 1,800,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 60.14 per share. The Company is Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 28,000,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 hereto represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to [●] additional the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $[●] purchased by the Underwriters shall be $ per share. The Company is and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 40,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase the number of shares of the Firm Stock set forth opposite that each Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 6,000,000 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any is $25.11 per share. The purchase price payable by the Underwriters for the Option Stock is $[●] shall be the same purchase price per shareshare as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Rice Energy Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Icx Technologies Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,750,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 712,500 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 43.99 per shareshare (which reflects the total underwriting discounts and commissions to be received by the Underwriters). The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Geo Group Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pacira Pharmaceuticals, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] $ per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Applied Genetic Technologies Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 585,000 shares of Option Stock. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 22.44 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trico Marine Services Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] [ ]1 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Zosano Pharma Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [·] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to [·] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[·] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Palomar Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 8,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 1,200,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] _____ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 35,725,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Selling Stockholder grants to the Underwriters an option to purchase up to 3,409,091 shares of Option Stock, and the Company grants to the Underwriters an option to purchase up to [●] additional 1,949,659 shares of Option Stock, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made initially with respect to the ARI Option Stock to be sold by the Selling Stockholder and then with respect to the Company Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 42.02 per share. The Neither the Company is not nor the Selling Stockholder shall be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 375,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 75.684 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Lufkin Industries Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,700,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 555,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 25.785 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (3d Systems Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell [●] 5,320,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 798,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 22.325 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Covanta Holding Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 18,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,700,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●[ ] per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Crimson Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 450,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 33.60 per shareshare (which reflects the total underwriting discounts and commissions to be received by the Underwriters). The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Geo Group Inc)

Purchase of the Stock by the Underwriters. On the basis bases of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,000,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Xxxxxx Brothers Inc. may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 600,000 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriters with respect to the total number of shares of Firm StockOption Stock shall be adjusted by Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] ________ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Netratings Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,303,030 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 354,454 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 7.755 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 16,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,400,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 53.00125 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Jarden Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 25,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 3,750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 25.5352 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell [●] 35,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [●] 5,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 6.72 per share. The Company is Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Halcon Resources Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 450,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as in accordance with the procedures set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 20.32 per share; provided that the purchase price for any Option Stock to be delivered on the applicable Delivery Date shall be reduced by an amount per share equal to any dividends or distributions paid or payable on the Firm Stock but not payable on such Option Stock. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Delphi Financial Group Inc/De)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,614,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 692,100 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 63.531 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Bucyrus International Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [__] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [__] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[__] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (NexImmune, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell [●] 50,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 7,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 0.9025 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gastar Exploration Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 15,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,325,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 2.686 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (LTX-Credence Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 6,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 975,000 additional shares of Option Stock. Such option is exercisable in In the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each exercise such option, each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 45.71875 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Post Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto1. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 3 hereof4. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto 1 opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 23.5625 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Adolor Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 15,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 45.64875 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Jarden Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 825,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 14.57 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sequenom Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 6,620,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 993,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 36.24 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,200,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 480,000 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] 30.1625 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Indymac Bancorp Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,770,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 865,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[·] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] an aggregate of 8,333,333 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,249,999 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (in each case subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock, as the case may be. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 11.40 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Blink Charging Co.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 645,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 32.90 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Tetraphase Pharmaceuticals Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,750,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The number of shares of Firm Stock subject to the respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 375,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total Underwriters in Schedule 1 hereto. The number of shares of Firm Stock. The Option Stock subject to the respective purchase price payable obligations of each Underwriter shall be adjusted by the Underwriters for so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock is shall be $[●] 20.61 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Amli Residential Properties Trust

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 30,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. 1 To be revised if determined that no directed shares will be offered outside the United States. In addition, the Company grants to the Underwriters an option to purchase up to [●] 4,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 20.735 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Frank's International N.V.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,100,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Lxxxxx Brothers Inc. and Sxxxxxx Xxxxx Barney Inc. may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 765,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by Lxxxxx Brothers Inc. and Sxxxxxx Xxxxx Barney Inc. so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] 27.84 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery Date, Date (as hereinafter defined) except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (New York Community Bancorp Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [______] shares of the Firm Stock to the several Underwriters, 8 Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the U.S. Underwriters an option to purchase up to [______] additional shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same U.S. Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such U.S. Underwriters in Schedule 1 hereto. The respective purchase obligations of each U.S. Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[_______] per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Websidestory Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell [●] 26,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 3,900,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 46.44 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $[●] purchased by the Underwriters shall be $ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Douglas Emmett Inc

Purchase of the Stock by the Underwriters. (a) On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell [●] 1,750,000 shares of the Firm Underwritten Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, Underwriters agrees to purchase from the Company the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the several Underwriters shall be $______ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by the Company pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s the name of such Underwriter in Schedule I hereto. The respective purchase obligations hereto represents of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option the Underwritten Stock to be sold on purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such Delivery Date manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Firm the Underwritten Stock set forth specified in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.I.

Appears in 1 contract

Samples: Pegasus Systems Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants agreements of the Underwriters contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell [●] 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 39.36 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Stone Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock is $ [—] per share and any Option Stock is $$ [] per share, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Stock but not payable on the Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Frank's International N.V.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●[ ⚫ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●[ ⚫ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●[ ⚫ ] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Latham Group, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 300,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price (the “Purchase Price”) payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 30.08 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (BioXcel Therapeutics, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 32,258,064 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase from time to time, but in any event within 30 days of this Agreement, up to [●] 4,838,709 additional shares of Option Stock. Such option is exercisable Any such election to purchase Option Stock shall be made in proportion to the event that the Underwriters sell more shares of Common Stock than the maximum number of shares of Firm Option Stock in to be sold by the offering and as set forth in Section 3 hereofCompany. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 2.914 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (AST SpaceMobile, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●[ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●[ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●[ ] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Applied Genetic Technologies Corp)

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Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [] additional shares of Option Stock. Such option is exercisable in for the event that the Underwriters sell more sole purpose of covering sales of shares of Common Stock than in excess of the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[] per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Tetraphase Pharmaceuticals Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, ----------------------------------------- representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,500,000 shares of the Firm Stock Stock, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 375,000 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] _____ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any Delivery Date (as hereinafter defined), as the applicable Delivery Datecase may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Network Peripherals Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 7,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,050,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 28.65 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Hornbeck Offshore Services Inc /La)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Issuer agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Issuer grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share. The Company Issuer is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (JGWPT Holdings Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell [●] 11,500,000 shares of the Firm Stock to the several Underwriters, as set forth on Schedule I, and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional sharesCommon Stock, as the Representatives Representative may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [●] 1,725,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and , as set forth in Section 3 hereofon Schedule II. Each Underwriter agrees, severally and not jointly, to purchase from the Selling Stockholder the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares Common Stock as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 34.125 per shareshare of Stock (the “Purchase Price”). The Company Selling Stockholder is not obligated to deliver any of the Firm Stock or Option Stock Stock, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Viper Energy, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 7,850,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,150,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 11.28 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Puda Coal, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to [●] additional shares part or all of the Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 30.3975 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Atmos Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 30.75 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pinnacle Entertainment Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 15,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,250,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 8.25 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Evergreen Solar Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●[ ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●[ ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●[ ] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Endostim, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 375,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule I hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100-share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] _____ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date (as hereinafter defined) as provided herein.

Appears in 1 contract

Samples: Pentegra Dental Group Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,500,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is $[●] purchased by the Underwriters shall be $ · per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (CCS Medical Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 5,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 750,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[·] per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,615,385 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 692,308 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 6.09375 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Ascent Solar Technologies, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,000,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by each Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to [●] additional the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 19.35 per share. The Company is and the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Horizon Offshore Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 6,600,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determinedetermine with the consent of the Company (such consent not to be unreasonably delayed or withheld). In addition, the Company grants to the Underwriters an option to purchase up to [●] 990,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 3.055 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock Stock, as applicable, to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Maxwell Technologies Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 10,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 1,500,000 shares of Option Stock. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] _____ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 675,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 35.0575 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Diamond Foods Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 4,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 645,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 67.55 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Enviva Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 26,750,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 4,012,500 shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 28.15 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell [●] the number of shares of the Firm Stock set forth opposite its name in Schedule 1 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s its name in Schedule I 2 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Stock that represents the same proportion of the number of shares of the Stock to be sold by each Selling Stockholder as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule 2 hereto represents of the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, The price of the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable purchased by the Underwriters for both the Firm Stock and any Option Stock is shall be $[●] 20.70 per share. The Company is Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such the Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 38,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 5,700,000 additional shares of Option Stock. Such option is exercisable in to the event extent that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 7.64 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Colonial Bancgroup Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder agrees to sell [●] 4,400,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [●] 660,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Selling Stockholder. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 35.04 per share. The Company Selling Stockholder is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Skyward Specialty Insurance Group, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 450,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock Shares in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 23.86125 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Neoware Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 525,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 24.00 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Four Corners Property Trust, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 2,150,000 shares of the Firm Stock and the Selling Stockholder agrees to sell 2,350,000 shares of the Firm Stock, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and by the Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule I represents to the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [●] 675,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Selling Stockholder. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] $ per share. The Company is and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Skyward Specialty Insurance Group, Inc.)

Purchase of the Stock by the Underwriters. (a) On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell [●] 2,000,000 shares of the Firm Underwritten Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, Underwriters agrees to purchase from the Company the respective aggregate number of shares of Underwritten Stock set forth opposite its name in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of shares of the Underwritten Stock which represents the same proportion of the total number of shares of the Underwritten Stock to be sold by the Company pursuant to this Agreement as the number of shares of the Firm Underwritten Stock set forth opposite that Underwriter’s the name of such Underwriter in Schedule I hereto. The respective purchase obligations hereto represents of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option the Underwritten Stock to be sold on purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such Delivery Date manner as you deem advisable to avoid fractional shares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of shares of Firm the Underwritten Stock set forth specified in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.I.

Appears in 1 contract

Samples: Spectrx Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company each Selling Stockholder agrees to sell [●] the number of shares of the Firm Stock set forth opposite its name in Schedule 1 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s its name in Schedule I 2 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Stock that represents the same proportion of the number of shares of the Stock to be sold by each Selling Stockholder as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule 2 hereto represents of the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, The price of the Company grants to the Underwriters an option to purchase up to [●] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable purchased by the Underwriters for both the Firm Stock and any Option Stock is shall be $[●] 16.98 per share. The Company is Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such the Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 8,750,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 1,312,500 shares of Option Stock. Such option is exercisable granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] ______ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Letter Agreement (Stratos Lightwave Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 14,300,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,145,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 2 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 23.6425 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions to be set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Platform Specialty Products Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 1,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 225,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 74.7189 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (G Iii Apparel Group LTD /De/)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 12,500,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 1,875,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Any such election to purchase Option Stock shall be made in proportion to the maximum number of shares of Option Stock to be sold by the Company. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 4.55 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (AST SpaceMobile, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 18,000,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 2,700,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for of both the Firm Stock and any Option Stock is purchased by the Underwriters shall be $[●] 14.3625 per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [11,700,000] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In additionOn the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company Selling Stockholder grants to the Underwriters an option to purchase up to [1,755,000] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[] per share. The Company is and the Selling Stockholder are not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Civitas Solutions, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●[ ● ] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●[ ● ] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●[ ● ] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Latham Group, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [] shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [] additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[] per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (FusionStorm Global, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations, representations and warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 6,364,000 shares of the Firm Stock to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s 's name in Schedule I 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] additional 954,600 shares of Option StockStock during the period specified in Section 5 hereof. Such option is exercisable granted solely for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Common Stock than the number of shares sale of Firm Stock in the offering and is exercisable as set forth provided in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares Shares of Option Stock (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm StockOption Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The purchase price payable by to the Underwriters for of both the Firm Stock and any Option Stock is shall be $[●] _____ per share. The Company is shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment for all such the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Simple Technology Inc

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 3,859,649 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 578,947 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 5 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] 82.72125 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chesapeake Utilities Corp)

Purchase of the Stock by the Underwriters. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [●] 6,400,000 shares of the Firm Stock to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter’s name in Schedule I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to [●] 960,000 additional shares of Option Stock. Such option is exercisable in the event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set forth in Section 3 4 hereof. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Stock. The purchase price payable by the Underwriters for both the Firm Stock and any Option Stock is $[●] [ ]1 per share. The Company is not obligated to deliver any of the Firm Stock or Option Stock to be delivered on the applicable Delivery Date, except upon payment for all such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Zosano Pharma Corp)

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