Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Pemstar Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 1,100,000 shares of the Firm Stock and the Selling Shareholders, severally and not jointly, agree Shareholder hereby agrees to sell 200,000 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from 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 by 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 to the Underwriters an option to purchase up to 768,750 195,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell __________ shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to ____________ shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (First Consulting Group Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and each Selling Stockholder hereby agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set opposite his or her name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 630,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] _ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Heidrick & Struggles International Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 500,000 shares of the Underwritten Stock to the Underwriters, the Primary Selling Shareholders, severally and not jointly, Securityholders agree to sell 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 Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Primary Selling Securityholders, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Primary Selling Securityholders the respective aggregate number of shares of Underwritten Stock set forth opposite their names in Schedule I. The price at which such shares of Underwritten Stock shall be sold by the Company and the Primary Selling Securityholders and purchased by the Underwriters shall be [_______] per share. The obligation of each Underwriter to the Company and the Primary Selling Securityholders shall be to purchase from the Company and the Primary Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Primary Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC in such manner as ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇ LLC deems 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non- defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Additional Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, up to 300,000 shares in the aggregate of the Option Stock from the Company and such Additional Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Purchase of the Stock by the Underwriters. a. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 2,689,005 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by Jefferies & Company, Inc. in such manner as Jefferies & Company, Inc. deems advisable to avoid fractional shares. The respective purchase obligations 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 the Underwritten Stock specified in Schedule I.
b. If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the Option number of shares of the Stock shall be adjusted by the Representatives so that no which each non-defaulting Underwriter shall be is otherwise obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock under this Agreement shall be $[__] per share. The Company automatically increased on a pro rata basis to absorb the remaining shares and portion which the Selling Shareholders defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to deliver any purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be delivered purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any Delivery such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date (determined as hereinafter defined), provided in Section 5 hereof for not more than seven business days after the date originally fixed as the case Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be, except upon payment be made. If neither the non-defaulting Underwriters nor the Company shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be purchased terminated without further act or deed and without any liability on such Delivery Date as provided herein.the part of the Company or the Selling Securityholders to any non-defaulting Underwriter
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Stockholder hereby agrees to sell the Company and number of shares of the Selling ShareholdersFirm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, 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 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 Underwriters may determine. In addition, on the Company grants basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, certain of the Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 930,278 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 6.01 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and the Selling Shareholders, severally and not jointly, agree to sell the Firm 2,750,000 shares of Underwritten Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, Selling Shareholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name in forth on Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Shareholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and each of the Selling Shareholders 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 the Selling Shareholders and purchased by the several Underwriters shall be $___ per share. The obligations of each Underwriter to the Company and each of the Selling Shareholders shall be to purchase from the Company and the Selling Shareholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Shareholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The respective purchase obligations In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraphs (c) and (d) of this Section 3, the agreement of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated is to purchase Option Stock other than in 100 share amounts. The price only the respective number of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any shares of the Underwritten Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.specified in Schedule I.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 3,817,428 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non- defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, up to 600,000 shares in the aggregate of the Option Stock from the Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 1,500,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $_______ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non- defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24- hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non- defaulting Underwriter and without any liability on the part of any non- defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 600,000 shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Mission Critical Software Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 4,150,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 766,007 shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non- defaulting Underwriter and without any liability on the part of any non- defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Securityholders listed on Schedule III grant an option to the several Underwriters to purchase, severally and not jointly, up to _______ shares in the aggregate of the Option Stock from the Company and the Selling Securityholders at the same price per share as the Underwriters shall pay for the Underwritten Stock. The maximum number of shares of Option Stock to be sold by the Company and such Selling Securityholders is set forth opposite their respective names in Schedule III hereto. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant Underwritten Stock, as adjusted by you in such manner as you deem advisable to this Agreementavoid fractional shares. The If the option granted hereby is exercised in part, the respective purchase obligations number of shares of Option Stock to be sold by the Company and each Underwriter with respect to of the Selling Securityholders listed on Schedule III shall be determined as follows: first, such shares of Option Stock shall be sold by the Selling Securityholders listed on Schedule III on a pro rata basis in accordance with the percentages set forth opposite their names on Schedule III; and second, such shares of Option Stock, to the extent they remain unsold, shall be sold by the Company, in each case adjusted by you in such manner as to avoid fractional shares.
(d) If any Selling Securityholder fails to sell the Representatives so that no Underwriter shall be obligated to purchase Underwritten Stock or Option Stock other than in 100 share amounts. The price that such Selling Securityholder has agreed to sell on the Closing Date, as set forth on Schedules II and III, the Company agrees that it will sell or arrange for the sale of both that number of shares of Common Stock to the Firm several Underwriters which represents the Underwritten Stock and any or Option Stock shall that such Selling Securityholder has failed to so sell, or such lesser number as may be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinrequested by you.
Appears in 1 contract
Sources: Underwriting Agreement (Usweb Corp)
Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 2,375,000 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 1 I hereto. Each Underwriter shall be obligated to purchase from the Company 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 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 grants to the Underwriters an option to purchase up to 768,750 356,250 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of event that the Underwriters in proportion to sell more shares of Common Stock than the number of shares of Firm Stock in the offering and as set opposite the name of such Underwriters forth in Schedule 1 heretoSection 5 hereof. Each Underwriter shall be obligated agrees, severally and not jointly, to purchase from the Company that number of shares of the Option Stock which represents the same proportion of 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 by the Company on such Delivery Date as the number of shares of the Option Firm Stock set forth opposite the name of such the Underwriter in Schedule 1 represents of bears the total number of shares of the Option Stock to be purchased Firm Stock. The purchase price payable by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of for both the Firm Stock and any Option Stock shall be is $[__] 28.025 per share. The Company and the Selling Shareholders shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 1,000,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Stockholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Stockholders 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 the Selling Stockholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The respective purchase obligations of In making this Agreement, each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.is contracting
Appears in 1 contract
Sources: Underwriting Agreement (Datum Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 3,500,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The respective purchase obligations 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the Option 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 price number of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any shares of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.Stock
Appears in 1 contract
Sources: Underwriting Agreement (Nfront Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 1,410,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Security holder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwrit ten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Security holder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Security holders 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 the Selling Security holders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Security holders shall be to purchase from the Company and the Selling Security holders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Security holders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Security holders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Security holders jointly shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Security holders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Security holders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Security holders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Security holders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Security holders grant an option to the several Underwriters to purchase, severally and not jointly, up to 306,000 shares in the aggregate of the Option Stock from the Company and the Selling Security holders at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. In the event of exercise of such option, in whole or in part, approximately 69% of the shares of the Option Stock to be purchased by the several Underwriters shall be sold to them by the Company and 31% of the shares of Option Stock shall be sold to them by the Selling Security holders. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 hereby agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set opposite its/his/her name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 450,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Heidrick & Struggles International Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Stockholder hereby agrees to sell the Company and number of shares of the Selling ShareholdersFirm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 each Option Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set forth opposite its name in Schedule 2 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] $ per share. The Company and the No Selling Shareholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Shareholder hereby agrees to sell the Company and the Selling Shareholdersnumber of shares of Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, agree to sell 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 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 Underwriters may determine. In addition, the Company grants Selling Shareholders grant to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set forth opposite such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the respective names of such Selling Shareholders on Schedules 2A and 2B hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name respective names of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters 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 shall be $[__] 17.765 per share. The Company and the No Selling Shareholders Shareholder shall not be obligated to deliver any of the Stock to be delivered by it on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 Shareholder hereby agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set opposite his/her name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from 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 by 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 to the Underwriters an option to purchase up to 768,750 480,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters 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 shall be $[__] ___ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (JPM Co)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and the each ▇▇▇▇▇▇ Selling ShareholdersStockholder, severally and not jointly, agree agrees to sell the number of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto 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 opposite that Underwriter's name in Schedule 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 which represents the same proportion of the number of shares of the Firm Stock to be sold by the Company and 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 may determine. In addition, the Company grants to the Underwriters an option to purchase purchase, in whole or in part, up to 768,750 75,000 additional shares of Common Stock and the Selling Stockholders, severally and not jointly, grant the Underwriters options to purchase, in whole or in part, up to the number of additional shares of Option StockStock set forth opposite the name of such Selling Stockholder on Schedule 2 hereto. Such option is options are granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__[ ] per share. In the event of any partial exercise of the Underwriters' options to purchase Option Stock from the Company and the Selling Stockholders, the Underwriters, severally but not jointly, will purchase any such shares from each of the parties who have agreed to sell shares of Option Stock on a pro rata basis based upon the number of Option Shares such party agrees to sell in Schedule 2 hereto. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (L 3 Communications Holdings Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and agrees to sell 4,200,000 shares of the Selling ShareholdersFirm Stock, severally and not jointly, agree to sell 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 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 768,750 300,000 shares of Option Stock and the Selling Stockholders grant to the Underwriters an option to purchase up to 330,000 shares of Option Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholders name in Schedule 2 hereto and in proportion to the respective amounts set forth in Schedule 2. To the extent that the Underwriters purchase less than 630,000 shares of Option Stock, the Underwriters shall purchase a pro rata number of Option Shares from each of the Company and each Selling Stockholder based on the total number of Option Shares that they each have agreed to sell pursuant to the option granted in this Section 3. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsincrements. The Company agrees, in the event of a default or a failure on the part of the Selling Stockholders to deliver any or all of the shares of Stock, in addition to any other remedies which may be available to the Underwriters under this Agreement, to issue and sell to the Underwriters, subject to the terms and conditions of this Agreement, in addition to the 4,200,000 shares of Firm Stock and 300,000 shares of Option Stock pursuant to this Section 3, up to an additional 330,000 shares of Option Stock The price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 1,300,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 grants to the Underwriters an option to purchase up to 768,750 195,000 additional shares of Option StockStock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] 41.80 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite the name of such Selling ShareholdersStockholder in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants and [certain of the] Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 _______ shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name names of such Underwriters in Schedule 1 and Schedule 2 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell . shares of the Firm Stock and each Selling Stockholder agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto under the heading "Number of Shares of Firm Stock", severally and not jointly, agree to sell 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 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 each Option Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to 768,750 that number of shares of Option Stock set forth opposite such Option Stockholder's name on Schedule 2 hereto under the heading "Number of Shares of Option Stock". Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Texas Capital Bancshares Inc/Tx)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 3,350,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and each of the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and each of the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company or any of the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or any of the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non- defaulting Underwriter to the Company or any of the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Other Selling Securityholders grant an option to the several Underwriters to purchase, severally and not jointly, on a pro rata basis up to 100,000 shares in the aggregate of the Option Stock from the Company and up to 500,000 shares in the aggregate of the Option Stock from the Other Selling Securityholders (in the amounts set forth in Schedule I with respect to such Other Selling Securityholders) at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part from time to time on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Biosource International Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [ ] shares of the Company Firm Stock and each Selling Shareholder hereby agrees to sell the number of shares of Selling ShareholdersShareholder Firm Stock set forth opposite its name on Schedule 2 hereto, severally and not jointly, agree to sell 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 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 Underwriters may determine. In addition, the Company grants certain Selling Shareholders grant to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set forth opposite such Selling Shareholder’s name on Schedule 2 hereto. In the event that the Underwriters exercise their option in part but not in full, the Option Stock shall be purchased severally from the Selling Shareholders in proportion to the number of shares of Option Stock set forth opposite the name of such Selling Shareholder on Schedule 2 hereto. Such option is granted for the purpose of covering over-over- allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreementhereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters 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 shall be $[__[ ] per share. The Neither the Company and nor the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 32,250,000 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 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 Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set opposite such Selling Stockholder's name in Schedule 1 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreementhereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so such 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 shall be $[__] $ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Worldspan Technologies Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 1,928,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non- defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non- defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 315,000 shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Clarus Corp)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained inand subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Stockholder agrees to sell to the several Underwriters the number of shares of the Underwritten Stock set forth in Schedule II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Stockholders 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 the Selling Stockholders and purchased by the several Underwriters shall be $[_____] per share. The obligation of each Underwriter to the Company and each of the Selling Stockholders shall be to purchase from the Company and the Selling Stockholders 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 each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Underwritten Stock set forth opposite the name of such Underwriter in Schedule I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within twenty-four (24) hours after receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares and portion of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions ofherein set forth, this Agreement, the Company and each of the Selling ShareholdersStockholders named on Schedule III grants an option to the several Underwriters to purchase, severally and not jointly, agree to sell the Firm Option Stock to from such Selling Stockholders, each in the several Underwriters and each of amount set forth on Schedule III hereto, at the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of same price per share as the Underwriters with respect to shall pay for 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 768,750 shares of Option Underwritten Stock. Such Said option is granted for the purpose of covering may be exercised only to cover over-allotments in the sale of Firm the Underwritten Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of by the Underwriters and may be exercised in proportion whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice by you to the number of shares of Firm Stock set opposite Company as Custodian no later than 9:00 a.m. San Francisco time setting forth the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that aggregate number of shares of the Option Stock as to which represents the several Underwriters are exercising the option. If the option granted hereby is exercised in part, the Option Stock to be sold by each Selling Stockholder shall be the same proportion percentage of the total number of shares of the Option Stock to be sold by each Selling Stockholder as is set forth on Schedule III, as adjusted by you in such reasonable manner as you deem advisable to avoid fractional shares. Delivery of certificates for the Company shares of Option Stock, and payment therefor, shall be made as the provided in Section 5 hereof. The number of shares of the Option Stock set forth opposite to be purchased by each Underwriter shall be the name of such Underwriter in Schedule 1 represents same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Atmi Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite such Selling ShareholdersStockholder's name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 600,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 4,400,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 grants to the Underwriters an option to purchase up to 768,750 660,000 additional shares of Option StockStock and each Selling Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock to be sold by the Company and each Selling Stockholder as set forth in Schedule 2 hereto initially with respect to the Option Stock to be sold among the Selling Stockholders 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 and then 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 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] 16.6688 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 4,000,000 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company 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 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 to the Underwriters an option to purchase up to 768,750 shares of purchase, in whole or in part, the Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be [$[____] per share. The Company and the Selling Shareholders shall not be obligated to sell and deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon purchase of and payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Ames Department Stores Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [ ] shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite name of such Selling ShareholdersStockholder in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, 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 by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l 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 and the Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 [ ] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (International Telecommunication Data Systems Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell _____ shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 1 hereto. The respective purchase obligations II opposite the number of such Selling Securityholder, and each 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The respective purchase obligations 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 with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated is to purchase Option only the respective number of shares of the Underwritten Stock other specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than in 100 share amounts. The price for a reason sufficient to justify the termination of both this Agreement under the Firm Stock provisions of Section 8 or 9 hereof) to purchase and any Option Stock shall be $[__] per share. The Company and pay for the Selling Shareholders shall not be obligated to deliver any number of shares of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock agreed to be purchased on by such Delivery Date Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as provided herein.may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 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 opposite that Underwriter's name in Schedule 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 768,750 880,000 shares of Option StockStock and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Stock set opposite his, her or its name in Schedule 2 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Shareholder, that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company Company, and by each Selling Shareholder, as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Pemstar Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite the name of such Selling ShareholdersStockholder in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, 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 by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l 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 and certain of the Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 300,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 l and Schedule 2 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] __ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company, 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, 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 to the Underwriters an option to purchase up to 768,750 _______ shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Netgear Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 768,750 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 granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] $ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, of this Agreement, the Company agrees to sell 5,625,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 the 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 grants Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 1,125,000 additional shares of Option Stock. Stock Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares The Selling Stockholders agree, severally and not jointly, to sell to the Underwriters the respective numbers of shares of Option Stock shall be purchased severally for obtained by multiplying the account number of Option Stock specified in any notice given by the Underwriters in accordance with Section 5 hereof by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule 2 hereto under the caption “Number of Shares of Options Stock” and the denominator of which is the total number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Representatives may determine). 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 the applicable Delivery Date as the number of shares of Firm Stock set opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] · per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 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 768,750 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 granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock Shares in the offering and is exercisable as provided set forth in Section 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters 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 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] 19.35 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, Stockholders hereby agree to sell 5,400,000 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 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, 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, on the Company grants basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 810,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 30.267 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company 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 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 to the Underwriters an option to purchase up to 768,750 450,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 2 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__[ ] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each Selling Stockholder hereby agrees to sell the Company and number of shares of the Selling ShareholdersFirm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder that number of shares of the Common Stock which represents the same proportion of the number of shares of the Firm Stock to be sold 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 may determine. In addition, the Company grants and the applicable Selling Stockholders specified in Schedule 2 hereto grant to the Underwriters an option options to purchase up to 768,750 an aggregate of 573,647 shares of Option Stock. Such option is options are granted severally for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 5 hereof; provided, the Company shall be jointly liable and required to perform the options granted by such Selling Stockholders in the event such Selling Stockholders are unable to deliver their shares of Option Stock and perform their obligations on the Second Delivery Date (as defined in Section 5 hereof). Shares of Option Stock shall be purchased severally for the account of the Underwriters each Underwriter in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters Underwriter in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[$ __] _ per share. The Company Selling Stockholders and the Selling Shareholders Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date (as hereinafter defined)or the Second Delivery Date, as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree Stockholder hereby agrees to sell 6,000,000 shares of the Firm Stock 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Selling Stockholder 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 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 may determine. In addition, the Company grants and the Selling Stockholder grant to the Underwriters an option to purchase up to 768,750 900,000 shares of Option Stock, of which 150,000 shares will be offered by the Company and 750,000 shares will be offered by the Selling Stockholder. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] $ per share. The Company and the Selling Shareholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and the Selling Shareholders, severally and not jointly, Stockholders hereby agree to sell 10,267,169 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of Firm Stock to be sold, 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, 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 768,750 2,325,000 shares of Option Stock shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 43.48 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholderseach Seller agrees, severally and not jointly, agree to sell the Firm Stock to the several Underwriters the respective number of shares of the Firm Stock set forth in Schedule 2 hereto opposite its name, 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, 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 by the 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set forth in Schedule 2 hereto opposite its name. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 28.80 per share. The Company and the Selling Shareholders Sellers shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell [•] 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 1 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 shall determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 [•] additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares 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 shall be purchased severally for determine) that bears the account of the Underwriters in 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth I hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased Firm Stock. The purchase price payable by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of for both the Firm Stock and any Option Stock shall be is $[__•] per share. The public offering price of the Stock is not in excess of the price recommended by ▇.▇. ▇▇▇▇▇▇ Securities LLC, acting as a “qualified independent underwriter” within the meaning of Rule 5121 of FINRA. The Company and the Selling Shareholders shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Aveanna Healthcare Holdings, Inc.)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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, severally and not jointly, agree Stockholders agrees to sell the number of shares of the Firm Stock listed beside its name on Schedule 2 hereto, 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 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 and the Selling Stockholders listed on Schedule 3 hereto grant to the Underwriters an option to purchase up to 768,750 the number of shares of Option StockStock set forth opposite their names on Schedule 3. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from the Company that number of shares of and the Option Stock which represents Selling Stockholders listed on Schedule 3 on the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock basis set forth opposite the name of such Underwriter in on Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement3. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] $ . per share. The Company Company’s and the Selling Shareholders Stockholders’ sale of the Firm Stock and the Company’s and certain of the Selling Stockholders’ sale of any Option Stock to the Underwriters and the related transactions between or among any or all of, the Company, the Selling Stockholders and the Underwriters, being collectively referred to as the “Transactions.” Neither the Company nor any of the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties 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 and the Selling Shareholders, severally and not jointly, agree Stockholder hereby agrees to sell 1,500,000 shares of the Firm Stock 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, 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 by the 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 Selling Stockholder grants to the Underwriters an option to purchase up to 768,750 675,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative 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 shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Thoratec Laboratories Corp)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 2,100,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholders 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 the Selling Securityholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and each of the Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Option Underwritten Stock to be purchased by all of the Underwriters pursuant to this Agreement, as adjusted by you in such manner as you deem advisable to avoid fractional shares. The respective purchase obligations 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the Option number of shares of the Stock shall be adjusted by the Representatives so that no which each non-defaulting Underwriter shall be is otherwise obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock under this Agreement shall be $[__] per share. The Company automatically increased on a pro rata basis to absorb the remaining shares and portion which the Selling Shareholders defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the non-defaulting Underwriters shall not be obligated to deliver any purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be delivered purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any Delivery such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (as hereinafter definedb), as the case may beand no action taken hereunder, except upon payment for all the Stock to be purchased on shall relieve any defaulting Underwriter from liability in respect of any default of such Delivery Date as provided hereinUnderwriter under this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Catapult Communications Corp)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 17,480,000 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company, 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 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 to the Underwriters an option to purchase up to 768,750 2,622,000 shares of the Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of the Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees, severally and not jointly, to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock (subject to be sold by the Company such adjustments to eliminate fractional shares as the number of shares of Representatives may determine) that bears the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of same proportion to the total number of shares of the Option Stock to be purchased by all sold at such Delivery Time as the number of shares of the Underwriters pursuant to this Agreement. The respective purchase obligations Firm Stock set forth in Schedule 1 hereto opposite the name of each such Underwriter with respect bears to the Option Stock shall be adjusted by total number of shares of the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsFirm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $[__] $ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Firm Stock or the Option Stock to be delivered on any at the applicable Delivery Date (as hereinafter defined), as the case may beTime, except upon payment for all the such Stock to be purchased on at such Delivery Date Time as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (Tronox Inc)
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 4,975,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, the Selling Securityholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such the Selling Securityholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Securityholder 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 the Selling Securityholder and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Company and the Selling Securityholder shall be to purchase from the Company and the Selling Securityholder that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Securityholder pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholder shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholder shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholder shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Securityholder shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company and the Selling Securityholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company and the Selling Securityholder. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 750,000 shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 7,500,000 shares of the Firm Stock and each Selling Stockholder agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set forth opposite its name in Schedule II hereto, severally and not jointly, agree to sell 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 1 I 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 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 Representative may determine. In addition, the Company each Selling Stockholder grants to the Underwriters an option to purchase up to 768,750 the number of shares of Option Stock, set forth opposite its name in Schedule II hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in 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 opposite the name of such Underwriters forth in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth I hereto opposite the name of such Underwriter in Schedule 1 represents of bears to the total number of shares of the Option Stock to be purchased Firm Stock. The purchase price payable by all of the Underwriters pursuant to this Agreementfor the Firm Stock is $26.27625 per share. The respective purchase obligations of each Underwriter with respect to price payable by the Underwriters for the Option Stock shall be adjusted the same purchase price per share as the Underwriters shall pay for the Firm Stock, less an amount per share equal to any dividends or distributions declared by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both Company and payable on the Firm Stock and any but not payable on the Option Stock shall be $[__] per shareStock. The Company and the Selling Shareholders shall Stockholders are not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling Shareholders, severally and not jointly, agree agrees to sell 1,750,000 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 opposite that Underwriter's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company 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 as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l 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 to the Underwriters an option to purchase up to 768,750 262,500 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] _____ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company and the Selling ShareholdersStockholders hereby agree, severally and not jointly, agree to sell that number of shares of the Firm Stock set forth next to their respective names on Schedule 2 hereto, 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 opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase 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 the Selling Stockholders 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 MDCP II grants to the Underwriters an option to purchase up to 768,750 900,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 30.16 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 2,600,000 shares of the Selling Shareholders, severally and not jointly, agree to sell the Firm Underwritten Stock to the several Underwriters and each of the Underwriters, severally and not jointly, each Selling Stockholder agrees to purchase sell to the several Underwriters the number of shares of the Firm Underwritten Stock set opposite that Underwriter's name forth in Schedule 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 768,750 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set II opposite the name of such Selling Stockholder, and each of the Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated agrees to purchase from the Company and the Selling Stockholders 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 the Selling Stockholders and purchased by the several Underwriters shall be $[_____] per share. The obligation of each Underwriter to the Company and each of the Selling Stockholders shall be to purchase from the Company and the Selling Stockholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by each of the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the non-defaulting Underwriters shall have the right within twenty-four (24) hours after receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Stockholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 525,000 shares in the aggregate, of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Ansoft Corp)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [_____] shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite name of such Selling ShareholdersStockholder in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Stockholder, 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 by each Selling Stockholder, as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule l 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 and the Selling Stockholders grant to the Underwriters an option to purchase up to 768,750 ______ shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments overallotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 l hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 l00 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Sources: Underwriting Agreement (International Telecommunication Data Systems Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to issue and sell 2,750,000 shares of the Firm Stock and each Selling ShareholdersStockholder hereby severally and not jointly agrees to sell the number of shares of the Firm Stock set forth opposite their name in Schedule 2 hereto, severally and not jointly, agree to sell the Firm Stock 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 1 hereto. Each Underwriter shall be obligated to purchase from the Company and each Selling Stockholder 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 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 may determine. In addition, the Company grants and each of JPMDJ and JPMP 23A, two of the Selling Stockholders, grant to the Underwriters an option to purchase up to 768,750 an aggregate of 1,125,000 shares of Option Stock. Specifically, each of the Company, JPMDJ and JPMP 23A agree to sell to the Underwriters the number of shares of Option Stock set forth opposite its name in Schedule 3 hereto. In the event that the Underwriters exercise their option in part but not in full, each of the Company, JPMDJ and JPMP 23A shall sell severally that number of shares of Option Stock in proportion to the total number of shares of Option Stock set forth opposite its name in Schedule 3 hereto. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] 18.216 per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell [ ] shares of the Firm Stock and the Selling Shareholders, severally and not jointly, agree Stockholder hereby agrees to sell the number of shares of the Firm Stock set opposite its name in Schedule 2 hereto 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 opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from the Selling Stockholder, 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 by the 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 may determine. In addition, the Company grants to the Underwriters an option to purchase and agrees to sell up to 768,750 [ ] shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__[ ] per share. The Company and the Selling Shareholders Stockholder shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions ofherein set forth, this Agreementthe Company agrees to issue and sell 2,000,000 shares of the Underwritten Stock to the several Underwriters, each Selling Stockholder agrees to sell to the several Underwriters the number of shares of Underwritten Stock set forth in Schedule II opposite the name of such Selling Stockholder, and each of the Underwriters agrees to purchase from the Company and the Selling Shareholders, severally and not jointly, agree to sell Stockholders the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the respective aggregate number of shares of the Firm Underwritten Stock set forth opposite that Underwriter's name their names in Schedule 1 heretoI and Schedule II, respectively. The respective purchase obligations price at which such shares of the Underwriters with respect to the Firm Underwritten Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, sold by the Company grants and the Selling Stockholders and purchased by the several Underwriters shall be $___ per share. The obligation of each Underwriter to the Underwriters an option to purchase up to 768,750 shares of Option Stock. Such option is granted for Company and the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock Selling Stockholders shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and the Selling Stockholders that number of shares of the Option Underwritten Stock which represents the same proportion of the total number of shares of the Option Underwritten Stock to be sold by the Company and the Selling Stockholders pursuant to this Agreement as the number of shares of the Option Underwritten Stock set forth opposite the name of such Underwriter in Schedule 1 I hereto represents of the total number of shares of the Underwritten Stock to be purchased by all Underwriters pursuant to this Agreement, as adjusted by you in such 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 the Underwritten Stock specified in Schedule I.
(b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 8 or 9 hereof) to purchase and pay for the number of shares of the Stock agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Stockholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the shares of the Stock which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of shares of the Stock which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such shares of the Stock exceeds 10% of the total number of shares of the Stock which all Underwriters agreed to purchase hereunder. If the total number of shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Stockholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Stockholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. If neither the non-defaulting Underwriters nor the Company and the Selling Stockholders shall make arrangements within the 24-hour periods stated above for the purchase of all the shares of the Stock which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Stockholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement.
(c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the several Underwriters to purchase, severally and not jointly, up to 330,255 shares in the aggregate of the Option Stock from the Company at the same price per share as the Underwriters shall pay for the Underwritten Stock. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares of the Option Stock as to which the several Underwriters are exercising the option. Delivery of certificates for the shares of Option Stock, and payment therefor, shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by each Underwriter shall be the same percentage of the total number of shares of the Option Stock to be purchased by all the several Underwriters as such Underwriter is purchasing of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be Underwritten Stock, as adjusted by the Representatives so that no Underwriter shall be obligated you in such manner as you deem advisable to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[__] per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinavoid fractional shares.
Appears in 1 contract
Sources: Underwriting Agreement (Spectrx Inc)
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 1,750,000 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set opposite his or her name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract
Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 2,496,076 shares of the Firm Stock and each Selling Stockholder hereby agrees to sell the Selling Shareholdersnumber of shares of the Firm Stock set opposite its name in Schedule 2 hereto, severally and not jointly, agree to sell 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 opposite that Underwriter's name in Schedule 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 which 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 may determine. In addition, the Company grants to the Underwriters an option to purchase up to 768,750 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company that number of shares of the Option Stock which represents the same proportion of the number of shares of the Option Stock to be sold by the Company as the number of shares of the Option Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Option Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of each Underwriter with respect to the Option 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 price of both the Firm Stock and any Option Stock shall be $[__] ___ per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.
Appears in 1 contract