Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.
Partial Unenforceability. If any section, paragraph, clause or provision of this Agreement is for any reason determined to be invalid or unenforceable, such determination shall not affect the validity or enforceability of any other section, paragraph clause or provision hereof.
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding, please indicate your acceptance of this Agreement by signing in the space provided below. Very truly yours, EQUITABLE RESOURCES, INC. By: /s/ Xxxxxx X. Xxxxx Name: Xxxxxx X. Xxxxx Title: Senior Vice President and Chief Financial Officer Accepted: March 13, 0000 XXXX XX XXXXXXX SECURITIES LLC CITIGROUP GLOBAL MARKETS INC. X.X. XXXXXX SECURITIES INC. XXXXXX BROTHERS INC. For themselves and on behalf of the several Underwriters listed in Schedule 1 hereto. By: BANC OF AMERICA SECURITIES LLC By: /s/ Xxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxxxxx Title: Vice President SCHEDULE 1 Underwriter Principal Amount Banc of America Securities LLC $ 100,000,000 Citigroup Global Markets Inc. 100,000,000 X.X. Xxxxxx Securities Inc. 100,000,000 Xxxxxx Brothers Inc. 75,000,000 Mitsubishi UFJ Securities International plc 37,500,000 PNC Capital Markets LLC 37,500,000 Barclays Capital Inc. 10,000,000 BMO Capital Markets Corp. 10,000,000 Deutsche Bank Securities Inc. 10,000,000 SunTrust Xxxxxxxx Xxxxxxxx, Inc. 10,000,000 Wachovia Capital Markets, LLC 10,000,000 Total $ 500,000,000 ANNEX I Issuer Free Writing Prospectuses Final Term Sheet dated March 13, 2008 EXHIBIT A EQUITABLE RESOURCES, INC. $500,000,000 6.50% Senior Notes due 2018 Form of Final Term Sheet March 13, 2008 Issuer: Equitable Resources, Inc. Note Type: SEC Registered Size: $500,000,000 Maturity: April 1, 2018 Coupon (Interest Rate): 6.500% Yield to Maturity: 6.593% Spread to Benchmark Treasury: 312.5 basis points Benchmark Treasury: U.S. Treasury 3.50% due February 15, 2018 Benchmark Treasury Price and Yield: 100-08+; 3.468% Interest Payment Dates: April 1 and October 1, commencing October 1, 2008 Make Whole Redemption Provision: At any time at a discount rate of U.S. Treasury plus 50 basis points Price to Public: 99.321% Trade Date: Xxxxx 00, 0000 Xxxxxxxxxx Date: March 18, 2008 (T+3) Ratings: Baa1/BBB (stable/negative) CUSIP: 000000XX0 Joint Book-Runners: Banc of America Securities LLC Citigroup Global Markets Inc. X.X. Xxx...
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by Dxxxxx and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, InspireMD, Inc. By: Name: Title: Agreed and accepted as of the date first above written. DXXXXX XXXXX SECURITIES, INC. By: Name: Rxxxxx X. Xxxxxx, Xx. Title: Chief Executive Officer SCHEDULE I Issuer General Use Free Writing Prospectuses None.
Partial Unenforceability. 25 SECTION 16.
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. In acknowledgment that the foregoing correctly sets forth the understanding reached by FT Global and the Company, and intending to be legally bound, please sign in the space provided below, whereupon this letter shall constitute a binding Agreement as of the date executed. Very truly yours, MingZhu Logistics Holdings Limited By: Name: Title: Confirmed as of the date first written above: FT GLOBAL CAPITAL, INC. By: Name: Xxxxxxx Xx Title: President SCHEDULE I Issuer General Use Free Writing Prospectuses None. Exhibit A Lock-Up Agreement _________________, 2021 FT Global Capital, Inc. 0 Xxxxxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxxx, XX, 00000 Attention: President Ladies and Gentlemen: The undersigned understands that FT Global Capital, Inc. (the “Placement Agent”) proposes to enter into a Placement Agency Agreement (the “Agreement”) with MingZhu Logistics Holdings Limited, a Cayman Islands company (the “Company”), providing for the public offering (the “Public Offering”) of securities of the Company, including Ordinary Shares (the “Shares”) of the Company (the “Ordinary Shares”). To induce the Placement Agent to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Placement Agent, the undersigned will not, during the period commencing on the date hereof and ending 90 days after the date of the final prospectus (the “Prospectus”) relating to the Public Offering (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Ordinary Shares, any securities convertible into or exercisable or exchangeable for Ordinary Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Secur...
Partial Unenforceability. The invalidity or unenforceability of any Section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other Section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company, the Adviser, the Administrator and the Underwriters. Very truly yours, Gladstone Capital Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chairman and Chief Executive Officer Gladstone Management Corporation By: /s/ Xxxxx Xxxxxxxxx Name: Xxxxx Xxxxxxxxx Title: Chief Executive Officer Gladstone Administration, LLC By: /s/ Xxxxxxx X. XxXxxxx Name: Xxxxxxx X. XxXxxxx Title: President The foregoing Agreement is hereby confirmed and accepted as of the date first-written above. Xxxxxx Xxxxxxxxxx Xxxxx LLC: By: /s/ Xxxxxxx X. Xxxxxxxx, Xx. Name: Xxxxxxx X. Xxxxxxxx, Xx. Title: Managing Director For itself and as Representative of the Underwriters named in Exhibit A hereto EXHIBIT A UNDERWRITERS Name of Underwriter Number of Initial Securities Xxxxxx Xxxxxxxxxx Xxxxx LLC 820,000 Ladenburg Xxxxxxxx & Co. Inc. 460,000 Xxxxxxxxxx Securities, Inc. 460,000 Maxim Group LLC 100,000 J.J.B. Xxxxxxxx, X.X. Xxxxx, LLC 40,000 National Securities Corporation 120,000 Total 2,000,000 EXHIBIT B PRICE-RELATED INFORMATION Number of Initial Securities: 2,000,000 Number of Option Securities: 300,000 Per Share Public offering price $ 8.55 Sales load (underwriting discounts and commissions) $ 0.4275 Proceeds to the Company, before expenses $ 8.1225 Pricing Date: October 27, 2015 Closing Date (T+3): October 30, 2015 Net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering payable by the Company will be approximately $16.0 million. EXHIBIT C FORM OF LOCK-UP AGREEMENT Xxxxxx Xxxxxxxxxx Xxxxx LLC As representative of the several underwriters named in Exhibit A of the Underwriting Agreement 0000 Xxxx Xxxxxx Xxxxxxxxxxxx, XX 00000 Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxxxxx Xxxxx LLC, as representative (the “Representative”) of the s...
Partial Unenforceability. The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner.
Partial Unenforceability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their reasonable best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction.
Partial Unenforceability. 24 SECTION 15.
