Common use of Sale and Purchase Clause in Contracts

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Sequans Communications), Underwriting Agreement (Sequans Communications)

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Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the respective Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, subject to adjustment in accordance with Section 9 hereof, in each case at a purchase price of $___________ per share. The Company has been advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the public offering to such extent as it may determine. In addition, upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a such portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined belowhereinafter defined) nor or earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The If the option is exercised as to all or any portion of the Additional Shares, each Underwriter, severally and not jointly, agrees to purchase that proportion of the total number of Additional ADSs to be sold to each Underwriter shall be the number Shares then being purchased which bears the same proportion to the aggregate number of Additional ADSs Shares then being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (DHT Holdings, Inc.), Underwriting Agreement (DHT Holdings, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as the Managing Underwriters may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by such Selling Stockholder, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ [•] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, VEBA Trust hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsVEBA Trust, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersVEBA Trust. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) ), nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised exercised, nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The Upon any exercise of the Over-Allotment Option, and subject to such adjustment as the Managing Underwriters may determine to avoid fractional shares: (i) the number of Additional ADSs Shares to be sold to purchased by each Underwriter Underwriter, severally and not jointly, shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased (the “Option Purchased Amount”) as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on in Schedule A annexed hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)Shares, subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder other than the VEBA Trust (which Powers of Attorney shall be satisfactory to the RepresentativesManaging Underwriters), [ ] Jxxxxx X. Xxxxxxx, Jxxx X. Xxxxxx and [ ] Dxxxxx X. Xxxxxxxxxxxx shall act as representatives of each of the Selling SecurityholdersStockholders with the exception of the VEBA Trust. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is authorized, on behalf of each Selling SecurityholderStockholder (excluding the VEBA Trust), among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares (whether in certificated or book-entry form), to receive provide instructions for the delivery of the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses (if any) to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Kaiser Aluminum Corp), Underwriting Agreement (Kaiser Aluminum Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] ____ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Memory Pharmaceuticals Corp), Mannkind Corp

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives [INSERT NAME OF LEAD UNDERWRITER] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement hereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives [INSERT NAME OF LEAD UNDERWRITER] may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: MCG Capital Corp, MCG Capital Corp

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company (a) the number of Firm ADSs Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of approximately $[ ] 9.9863 per Firm ADSUnit, for an aggregate discount from the price to the public of $7,500,000. The Company and the Selling Securityholders are is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Units as soon after the effective date of the Registration Statement as in your the Representatives’ judgment is advisable and (ii) initially to offer the Firm ADSs Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Units to be purchased by each of them, all or a portion of the Additional ADSs Units as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsUnits, at the same a purchase price of $10.00 per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsAdditional Unit. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Units being purchased as the aggregate number of Firm ADSs Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise In addition to the discount from the public offering price represented by the Purchase Price set forth in the first sentence of the Over-Allotment Optionthis Section 1, the number of Additional ADSs Company hereby agrees to be purchased from the Company shall be the number which bears the same proportion pay to the Underwriters a deferred discount of an aggregate number of Additional ADSs being $15,437,500 for the Units purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney hereunder (the “Powers of AttorneyDeferred Discount), subject to Section 4(mm) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory herein. The Underwriters hereby agree that if no Business Combination is consummated within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the Representativesholders of the Common Stock included in the Units sold pursuant to this Agreement (the “Public Stockholders”), [ ] (i) the Underwriters will forfeit any rights or claims to the Deferred Discount and [ ] shall act as representatives of (ii) the Selling Securityholders. Each of trustee under the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) Trust Agreement is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, authorized to distribute the balance of such proceeds Deferred Discount to such Selling Securityholder, to receive notices the Public Stockholders on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementa pro rata basis.

Appears in 2 contracts

Samples: Underwriting Agreement (Far Peak Acquisition Corp), Underwriting Agreement (Far Peak Acquisition Corp)

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees Selling Stockholders severally agree to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Selling Stockholders as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in on Schedule A attached heretobears to the number of Firm Shares to be sold by the Selling Stockholders , subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] _____________ per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the ProspectusShare. You may release the Firm Shares for public sale promptly after this Agreement becomes effective. You may, from time to time time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, each of the Selling Stockholders, severally and not jointly, grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, Stockholders all or a portion of the Additional ADSs Shares set forth opposite the name of such Selling Stockholder on Schedule B as may be necessary to cover over-over allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Representatives of the Selling SecurityholdersStockholders referred to in the immediately succeeding paragraph. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the 4 3 second business day(1) after the date on which the option shall have been exercised nor later than the eighth business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be purchased by each Underwriter shall be the number that bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A bears to the total number of Firm Shares (subject, in each case, to such adjustment as you may determine to eliminate fractional shares). The number of Additional Shares to be sold to by each Underwriter Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Additional Shares set forth opposite the name of such Underwriter Selling Stockholder on Schedule A hereto B bears to the total number of Firm ADSs Additional Shares available for sale under the over-allotment option (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (attorney, which shall be satisfactory to counsel for the “Powers of Attorney”) Underwriters, granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be satisfactory to the Representatives"POWERS OF ATTORNEY"), [ ] ________________ and [ ] shall ________________ will act as representatives of the Selling SecurityholdersStockholders. Each of the The foregoing representatives (collectively, the “Representatives of the Selling Securityholders”"REPRESENTATIVES OF THE SELLING STOCKHOLDERS") is are authorized, on behalf of each Selling Securityholder, among other thingsStockholder, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such each Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such each Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such each Selling SecurityholderStockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of such each Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Stanley Furniture Co Inc/), Underwriting Agreement (Stanley Furniture Co Inc/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a the applicable U.S. or Canadian purchase price of $[ ] per Firm ADSShare set forth in Schedule B hereto. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable advisable, and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the ProspectusProspectuses. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of themCompany, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectuses, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Managing Underwriters may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Photowatt Technologies Inc.), Underwriting Agreement (Photowatt Technologies Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 9 hereof, bears to the total number of Firm Shares in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Elevate Credit, Inc.), Underwriting Agreement (Elevate Credit, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [___] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Welsh Property Trust, Inc.), Underwriting Agreement (Cumberland Pharmaceuticals Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to the form of Firm ADSsrespective Underwriters, and each of the Selling Securityholders agrees to sellStockholder agrees, in each case severally and not jointly, to sell to the respective Underwriters Underwriters, the number of Firm Shares set forth in Schedule I opposite the Company's and each of the Underwriterssuch Selling Stockholder's name and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached heretoII opposite such Underwriter's name, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders Stockholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives Xxxxxxx Xxxxx on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusAgreement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered purchased (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional ADSs to be sold to each Underwriter shall be the number which Shares that bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A II hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (MortgageIT Holdings, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereofherewith, in each case at a purchase price of $[ ] 20.04 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (NxStage Medical, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company the aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADS97.00% of the principal amount thereof. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number aggregate principal amount of Firm ADSs Notes to be purchased by each of them, all or a portion of the Additional ADSs Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsNotes, at the same a purchase price per share to be paid by of 97.00% of the Underwriters to the Company and the Selling Securityholders for the Firm ADSsprincipal amount thereof. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional ADSs Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number principal amount of Additional ADSs Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)Notes, subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Kendle International Inc)

Sale and Purchase. Upon On the basis of the representations and warranties herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to each Underwriter and, upon the form of Firm ADSs, and each basis of the Selling Securityholders agrees representations, warranties and agreements of the Company herein contained and subject to sellall the terms and conditions set forth herein, in each case Underwriter agrees, severally and not jointly, to purchase from the respective Underwriters and each Company, at a purchase price of $12.33 per Share (the Underwriters"purchase price per share"), severally and not jointly, agrees to purchase the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADS). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the ProspectusJune 28, 2001, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Senior Housing Properties Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder, the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] 19.068 per Firm ADSShare. The Company and the Selling Securityholders are Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine, as permitted by law. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Stockholder hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholder, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholder for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Managing Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and Selling Stockholder (with a copy to the Selling SecurityholdersCompany). Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Managing Underwriters may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Heinz H J Co)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADS97.375% of the principal amount thereof, plus accrued interest (if any) to the time of purchase (as defined below). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number aggregate principal amount of Firm ADSs Notes to be purchased by each of them, all or a portion of the Additional ADSs Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsNotes, at the same purchase price per share (expressed as a percentage of the principal amount) to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsNotes. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time (provided that the Additional Notes shall be issued on or before the thirtieth thirteenth (13th) day following beginning with, and including, the date of original issuance of the Prospectus, Firm Notes) by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional ADSs Notes as to which the Over-Allotment Option is being exercised exercised, and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercisedexercised and the Additional Notes shall have been issued within the aforementioned period. The number principal amount of Additional ADSs Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)Notes, subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Diodes Incorporated (Diodes Inc /Del/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] 22.50 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Overallotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Overallotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Overallotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Overallotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Overallotment Option shall have been exercised. The Upon any exercise of the Overallotment Option, the number of Additional ADSs Shares to be sold to to, and purchased by, each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Industrial Logistics Properties Trust)

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sellShareholders, in each case severally and not jointly, agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by the Company or by such Selling Shareholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 11 hereofthe total number of Firm Shares to be sold by the Company and the Selling Shareholders, in each case at a purchase price of $[ ] ____________ per Firm ADSShare. The Company and the each Selling Securityholders are Shareholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement Effective Date as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional -------- ------- time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day day* after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cryolife Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs Shares (subject to such adjustment as the Representative may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereofherewith, in each case at a purchase price of $[ ] 1.175 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Actinium Pharmaceuticals, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 11 9 hereof, in each case at a purchase price of $[ ] 34.545 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by Xxxxxxx, Sachs & Co. and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (collectively, the Representatives “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of this Agreement (the Prospectus“Option Termination Date”), by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Radius Health, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs Shares as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 29.687 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Esterline Technologies Corp

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company New FreightCar America agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from New FreightCar America and each Selling Stockholder the respective number of Firm Shares (subject to such adjustments you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by New FreightCar America or by such Selling Stockholders, as the case may be, as such number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] 17.67 per Firm ADSShare. The Company public offering price of the Shares is not in excess of the price recommended by UBS Securities LLC (“UBS”), acting as “qualified independent underwriter” within the meaning of Rule 2720(b)(15) of the Rules of Conduct of the NASD (the “Independent Underwriter”). Xxx XxxxxxxXxx Xxxxxxx and the each Selling Securityholders Stockholder are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Stockholders hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholders, ratably in accordance with the number of Firm ADSs to be purchased by each of themrespective amounts set forth in Schedule B annexed hereto, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company New FreightCar America and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written upon notice to the Company and the Selling SecurityholdersStockholders. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) ), but it may be on the same day as the Time of Purchase, nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold by any Selling Stockholder to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased from such Selling Stockholder at the Additional Time of Purchase as the number of Firm ADSs Additional Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Additional Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (attorney, which shall be satisfactory to counsel for the “Powers of Attorney”) Underwriters, granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives)Stockholder, [ ] Xxxxxxx X. Xxxxxxxxx, III and [ ] shall Xxxxx X. Xxxxx will act as representatives of the Selling SecurityholdersStockholders. Each of the The foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is are authorized, on behalf of each Selling Securityholder, among other thingsStockholder, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such each Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such each Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such each Selling SecurityholderStockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of such each Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (FreightCar America, Inc.)

Sale and Purchase. Upon SUPPORT SERVICES (a) Ink Co., within the basis limitations contained in this Agreement, shall sell to TCA such quantities of Product as TCA may require. In addition, Ink Co. shall provide support services to TCA consistent with the current practices of the representations and warranties and subject parties as described in Exhibit B attached to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, Original Agreement. (b) Subject to the respective Underwriters and provisions of this Agreement. TCA shall purchase from Ink Co. the following quantities of Product for each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance calendar year beginning with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend 1997: (i) to make a public offering COLD BLACK INK: The lesser of their respective portions pounds* or %* of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable cold black ink purchased by TCA; and (ii) initially PRODUCT OTHER THAN COLD BLACK INK: The greater of pounds* or %* OF PRODUCT OTHER THAN COLD BLACK INK purchased by TCA. Notwithstanding this requirement, during any calendar year, TCA may, at its option, buy up to offer %* of Product other than cold black ink from companies other than Ink Co. For the Firm ADSs upon period from January 1, 2007 through January 31, 2008, which shall be treated as one calendar year, the terms set forth ink purchases required by this Subsection 4. 1 (b) shall be increased to pounds* and pounds*, respectively. (c) TCA and Ink Co. will work together to avoid wide quarterly variations in the Prospectusamount of Product purchased by TCA from Ink Co. TCA will use its best efforts to purchase not less than the lesser of pounds* of Product other than cold black ink or %* of its annual contractual commitment to Ink Co. in any calendar quarter. You may (d) Notwithstanding the foregoing, TCA's obligations with respect to purchases of Product from time to time increase or decrease the public offering price Ink Co. by an Affiliate of TCA acquired by TCA after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis date of the representations and warranties and this Agreement shall be subject to any agreement or contract existing at the terms and conditions herein set forth, the Underwriters time of (but not entered into in anticipation of) such acquisition obligating such Affiliate to purchase product from other sources. (e) It is understood that Ink Co. shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance contract with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters respect to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf manufacture of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice Product with such third parties as Ink Co. shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an “additional time of purchase”)deem advisable; provided, however, that no additional time of purchase Ink Co. shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercisedremain fully responsible hereunder. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.B.

Appears in 1 contract

Samples: Supply Reouirements Agreement (Big Flower Press Holdings Inc /Pred/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by such Selling Stockholder, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the each Selling Securityholders are Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Stockholders hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the each Selling Securityholders Firm ADSsStockholder, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersStockholders. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be satisfactory to the RepresentativesUBS), [ ] Raja X. Xxxxxx and [ ] Xxxxxxx X. Xxxxxxxx shall act as representatives of the Selling SecurityholdersStockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is authorized, on behalf of each Selling SecurityholderStockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Rubicon Technology, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 39.50 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by UBS Securities LLC and Citigroup Global Markets Inc. (the Representatives “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Alpha Natural Resources, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as the Underwriters may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by such Selling Stockholder as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares; in each case at a purchase price of $[ ] 13.4610 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling SecurityholdersStockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholders, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersStockholders. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, subject to such adjustment as the Representatives Underwriters may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs Shares to be purchased from the Company each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Additional ADSs Shares set forth opposite the name of such Selling Securityholder Stockholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, 1,050,000 subject to such adjustment as the Representatives Underwriters may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be reasonably satisfactory to the RepresentativesUnderwriters), [ ] each of J. Xxxxx Xxxxxxxx and [ ] Xxxxxxx Xxxxxx, as officers of the Company, shall act as representatives attorneys-in-fact of the Selling SecurityholdersStockholders controlled by TA Associates, Inc. and Xxxxxx & Xxxxxx LLP shall act as representative of the Selling Stockholders controlled by The CapStreet Group, LLC. Each of the foregoing representatives (collectivelyeach, the a Representatives Representative of the Selling SecurityholdersStockholders”) is authorized, on behalf of each such Selling SecurityholderStockholder whom it represents, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Custody Agreement (Cardtronics Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 64.9722 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You If all the Shares are not sold at the public offering price, you may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, Shares at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares less an amount per Share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Molina Healthcare Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to the form of Firm ADSsUnderwriters and the Underwriters, and each of the Selling Securityholders agrees to sell, in each case acting severally and not jointly, agree to purchase from the Company the Firm Shares in the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm ADSs amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case hereto at a purchase price of $[ ] 5.539 per Firm ADSShare (with the exception of 2,952,625 Shares (“REIG Shares”) being resold by the Underwriters in the offering to Real Estate Investment Group, L.P. (“REIG”) and/or its affiliates, which shall be purchased by the Underwriters from the Company at a purchase price of $5.80 per Share). The Company and the Selling Securityholders are is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number ; provided, further, that if the option shall have been exercised prior to the time of Additional ADSs to be sold to each Underwriter purchase, the additional time of purchase shall be the number which bears time of purchase unless otherwise agreed to by the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], Representative and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSsCompany.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Hersha Hospitality Trust)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs Securities set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case annexed hereto at a purchase price of $[ ] 7.77 per share with respect to Firm ADSSecurities. The Company and the Selling Securityholders are is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Securities as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm ADSs Securities upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determinedetermine in accordance with the rules and regulations of the Securities Act. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Securities to be purchased by each of themthem (subject to such adjustment as the Representatives may determine to eliminate fractions), all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsSecurities, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsSecurities. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time or times on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Securities as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Securities are to be delivered (any such date and time being herein hereinafter referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be (i) earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor or (ii) later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Securities being purchased as the number of Firm ADSs Securities set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm ADSs Securities (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsfractions), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Mfa Financial, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company (i) the Firm Shares, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[•] per Share and (ii) the Pre-Funded Warrants at a purchase price of $[•] per warrant, the respective amounts of the Firm ADSs Shares and the Pre-Funded Warrants set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares and Pre-Funded Warrants as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares and Pre-Funded Warrants upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments allotments, if any, made in connection with the offering of the Firm ADSsShares, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth forty-fifth (45th) day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised (or first business day if in connection with the “time of purchase” (as defined below)) nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. The Company hereby agrees to issue to the Representative (and/or its designees), on the Closing Date, a warrant to purchase an aggregate of [Upon any exercise •] shares of Common Stock, representing 1% of the Over-Allotment Option, the total number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion Firm Shares and Pre-Funded Warrants sold pursuant to the aggregate number of Additional ADSs being purchased Offering (“Representative’s Warrant”), pursuant to an agreement in the form attached hereto as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule Exhibit C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers Representative’s Warrant Agreement”). The Representative understands and agrees that there are significant restrictions pursuant to FINRA Rule 5110 against transferring the Representative’s Warrant Agreement and the underlying shares of Attorney”Common Stock during the one hundred eighty (180) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to days after the Representatives), [ ] and [ ] shall act as representatives effective date of the Selling Securityholders. Each Registration Statement and by its acceptance thereof shall agree that it will not sell, transfer, assign, pledge or hypothecate the Representative’s Warrant Agreement, or any portion thereof, or be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of such securities for a period of one hundred eighty (180) days following the effective date of the foregoing representatives Registration Statement to anyone other than (collectively, the “Representatives of the Selling Securityholders”i) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary an Underwriter or desirable a selected dealer in connection with the sale Offering, or (ii) a bona fide officer or partner of the Offered ADSs Representative or of any such Underwriter or selected dealer; and only if any such transferee agrees to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementforegoing lock-up restrictions.

Appears in 1 contract

Samples: Underwriting Agreement (Obalon Therapeutics Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder the number of Firm ADSs Shares as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] 10.9825 per Firm ADSShare. The Company and the Selling Securityholders are Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date filing of the Registration Statement prospectus supplement required to be filed pursuant to Rule 424(b) as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price of the Shares after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Stockholder hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, Stockholder ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholder for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersStockholder. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (World Wrestling Entertainmentinc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ [●] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Abpro Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Firm ADS Selling Securityholders Shareholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from each Firm ADS Selling Shareholder, the respective number of Firm ADSs (subject to such adjustment as the Book-Runners may determine solely to avoid fractional ADSs) which bears the same proportion to the total number of Firm ADSs to be sold by such Firm ADS Selling Shareholder as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 9 hereof, bears to the total number of Firm ADSs, in each case at a purchase price of $[ ] US$ per Firm ADS. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering of the Offered ADSs to such extent as you may determine. In addition, the Company and the Additional ADS Selling Securityholders, in each case severally and not jointly, Shareholders hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Additional ADS Selling Securityholders Firm ADSsShareholders, ratably in accordance with the number of Firm ADSs to be purchased by each of themthe Underwriters, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Firm ADS Selling Securityholders Shareholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives Book-Runners on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Additional ADS Selling SecurityholdersShareholders. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of each Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each ADS Selling Securityholder Shareholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Additional ADS Selling Securityholder Shareholder in Schedule C B annexed hereto bears to [# of Additional additional ADSs], subject, in each case, to such adjustment as the Representatives Book-Runners may determine solely to eliminate fractional ADSs.] [To shares. No Additional ADSs shall be updated depending on over-allotment allocation.] sold or delivered unless the Firm ADSs previously have been, or simultaneously are, sold and delivered. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Shareholder (which Powers of Attorney shall be satisfactory to the RepresentativesBook-Runners), [ ] Mr. Xxxxxxxx Xx and [ ] Mr. Takyung (Xxx) Xxxxx shall act as representatives of the Selling SecurityholdersShareholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersShareholders”) is authorized, on behalf of each Selling SecurityholderShareholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling SecurityholderShareholder, to make delivery of the certificates of such Offered ADSs, to receive give receipts for the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (China Medical Technologies, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 9 hereof, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Apollo Investment Corp)

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, hereto in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. You have advised us that, at the Company's request, the Underwriters have reserved for sale at the initial public offering price up to of the Firm Shares (the Reserved Shares) for the officers, directors, employees, clients, business associates and other persons related to or affiliated with the foregoing (the Participants) as part of the distribution of the Firm Shares by the Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the National Association of Securities Dealers, Inc. (NASD) and all other applicable laws, rules and regulations. To the extent that such Reserved Shares are not orally confirmed for purchase by such Participants by the end of the first business day after the date of this Agreement, such Reserved Shares may be offered to the public as part of the public offering contemplated hereby. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-over- allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase); provided, however, that no the additional time of purchase shall not be --------- ------- earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Adolor Corp)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by the Company, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 11 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $[ ] $ _____ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time It is understood that up to time increase 200,000 Firm Shares will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions set forth in the Prospectus under the caption "Underwriting" to directors, officers and employees of the Company and certain associated persons and entities at a price equal to $_____ per share less the sales load payable with respect to the shares offered to the public; provided that under no circumstances will any Underwriter be liable to the Company for any action taken or decrease omitted in good faith in connection with such offering to such persons. It is further understood that any of such Firm Shares which are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Prospectus at the public offering price after the initial public offering to such extent as you may determineprice. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of No Additional ADSs to be purchased from the Company Shares shall be sold or delivered unless the number Firm Shares previously have been, or simultaneously are, sold and delivered. As used herein "business day" shall mean a day on which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSsNew York Stock Exchange is open for trading.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Gladstone Capital Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to each Underwriter, and, upon the form of Firm ADSs, and each basis of the Selling Securityholders agrees representations, warranties and agreements of the Company herein contained and subject to sellall the terms and conditions set forth herein, in each case Underwriter agrees, severally and not jointly, to purchase from the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 11 9 hereof, in each case ) at a purchase price of $[ ] 21.7835 per Firm ADSshare (the “Purchase Price Per Share”). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsPurchase Price Per Share. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares). As used herein, subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of “business day” shall mean a day on which the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney New York Stock Exchange (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersNYSE”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts open for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementtrading.

Appears in 1 contract

Samples: Underwriting Agreement (Senior Housing Properties Trust)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary the Firm Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs Shares (subject to such adjustment as Credit Suisse may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case annexed hereto at a purchase price of $[ ] 10.8675 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment Credit Suisse shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares, provided that the purchase price per Additional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives Credit Suisse on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such Each such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no an additional time of purchase shall not be (i) earlier than the time of purchase” purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.the

Appears in 1 contract

Samples: Underwriting Agreement (CreXus Investment Corp.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives Jefferies & Company, Inc. (“Jefferies”), at its sole discretion, on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sciclone Pharmaceuticals Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 24.2125 per Firm ADSshare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent Prospectus (as you may determinedefined herein). In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) right to purchasepurchase at their election, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made sales of shares in connection with the offering excess of the number of Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option Any such election may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option election is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option election to purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option election to purchase Additional Shares shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)shares, and subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs).] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (General Growth Properties, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares (subject to such adjustment as you may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Knology Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] _______ per Firm ADSshare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the ProspectusProspectus which is referred to below. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by _______, _______ and _______ (the Representatives “Managers”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus which is referred to below, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Managers may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Capitala Finance Corp.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 34.675 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives Xxxxx Xxxxxxxx, Inc. (“Xxxxx Xxxxxxxx”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Itron Inc /Wa/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ ] 4.66 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Book-Running Underwriters on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Book-Running Underwriters may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Sirna Therapeutics Inc

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by UBS Securities LLC, Bear, Xxxxxxx & Co. Inc. and Citigroup Global Markets Inc. (the Representatives “Lead Managers”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on in Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Bulk Shipping Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to each Underwriter, and, upon the form of Firm ADSs, and each basis of the Selling Securityholders agrees representations, warranties and agreements of the Company herein contained and subject to sellall the terms and conditions set forth herein, in each case Underwriter agrees, severally and not jointly, to purchase from the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 11 8 hereof, in each case ) at a purchase price of $[ ] 20.1075 per Firm ADSshare (the “Purchase Price Per Share”). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price Purchase Price Per Share less an amount per share Share equal to be paid by the Underwriters to the Company and the Selling Securityholders for any dividend or distribution payable on the Firm ADSsShares but not payable on the Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares). As used herein, subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of “business day” shall mean a day on which the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney New York Stock Exchange (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersNYSE”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts open for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementtrading.

Appears in 1 contract

Samples: Underwriting Agreement (Senior Housing Properties Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 6.5236 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Pacific Growth Equities, LLC (“PGE”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives PGE may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Avigen Inc \De)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company the aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADS97% of the principal amount thereof. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Notes as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number aggregate principal amount of Firm ADSs Notes to be purchased by each of them, all or a portion of the Additional ADSs Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsNotes, at the same a purchase price per share to be paid by of 97% of the Underwriters to the Company and the Selling Securityholders for the Firm ADSsprincipal amount thereof. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional ADSs Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number principal amount of Additional ADSs Notes to be sold to each Underwriter shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)Notes, subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Conceptus Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] _____ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Shareholders hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, Shareholders all or a portion of the number of Additional ADSs Shares set forth opposite the name of such Selling Shareholder in Schedule B, as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option To the extent that the Underwriters exercise the option to purchase fewer than the total number of Additional Shares offered hereunder, the Underwriters shall purchase Additional Shares from each Selling Shareholder in the same proportion that the number of Additional Shares offered by such Selling Shareholder bears to the total number of Additional Shares offered by the Selling Shareholders. This option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCustodian (as defined below). Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter Underwriters on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Aladdin Knowledge Systems LTD)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to each Underwriter, and, upon the form of Firm ADSs, and each basis of the Selling Securityholders agrees representations, warranties and agreements of the Company herein contained and subject to sellall the terms and conditions set forth herein, in each case Underwriter agrees, severally and not jointly, to purchase from the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, hereto (subject to adjustment in accordance with Section 11 8 hereof, in each case ) at a purchase price of $[ ] 20.82562 per Firm ADSshare (the “Purchase Price Per Share”). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations representations, warranties and warranties agreements of the Company and subject to all the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs as may be necessary Shares at the Purchase Price Per Share less an amount per Share equal to cover over-allotments made in connection with the offering of any dividend or distribution payable on the Firm ADSs, at Shares but not payable on the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsAdditional Shares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares). As used herein, subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of “business day” shall mean a day on which the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney New York Stock Exchange (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersNYSE”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts open for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementtrading.

Appears in 1 contract

Samples: Underwriting Agreement (Senior Housing Properties Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of U.S. $[ ] ______ per Firm ADSShare for Shares initially offered in the United States and Cdn $_____ per Share for Shares initially offered in Canada. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement Effective Date as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the ProspectusProspectuses. You may from time to time time, after the Shares have initially been offered to the public, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") and CIBC World Markets Corp. ("CIBC") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date hereof for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the ProspectusFirm Shares, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when of payment for and delivery of the Additional ADSs are to be delivered Shares (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of "Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.Time

Appears in 1 contract

Samples: Underwriting Agreement (Cardiome Pharma Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by UBS Securities LLC and Leerink Xxxxx LLC (together, the Representatives “Representatives”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus (the “Option Termination Date”), by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon The Underwriters have not offered or sold and will not offer or sell any exercise Shares by means of any “free writing prospectus” (as defined in Rule 405 under the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSsAct).] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Radius Health, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] 5.29687 per Firm ADSShare (except in the case of any Shares to be re-sold by the Underwriters to the Manager, for which the purchase price shall be $5.65 per Share). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment OptionOption to Purchase Additional Shares”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares less an amount equal to any dividend or distribution payable on Firm Shares that is not also payable on the Additional Shares. The Over-Allotment Option to Purchase Additional Shares may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option to Purchase Additional Shares is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option to Purchase Additional Shares shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option to Purchase Additional Shares shall have been exercised. The Upon any exercise of the Option to Purchase Additional Shares, the number of Additional ADSs Shares to be sold to to, and purchased by, each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Tremont Mortgage Trust)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 9 hereof, in each case at a purchase price of $[ [____] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Predix Pharmaceuticals Holdings Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company Trust agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Trust the aggregate number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject plus any additional number of Shares which such Underwriter may become obligated to adjustment in accordance with purchase pursuant to the provisions of Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are Trust is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Trust hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsTrust, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Trust for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS and Xxxxxxx Xxxxx on behalf of the several Underwriters at any time time, and from time to time time, on or before the thirtieth forty-fifth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersTrust. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time the Additional Time of purchase”Purchase); providedPROVIDED, howeverHOWEVER, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Blackrock Municipal 2020 Term Trust

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 14.241 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date execution and delivery of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Concert Pharmaceuticals, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters Underwriter and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the number of Company the Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, Shares in each case at a purchase price of $[ ] per Firm ADSshare. The Company and the Selling Securityholders are is advised by you that the Underwriters you intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your reasonable judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition to the underwriting discount set forth in the Prospectus the Company shall pay to the Underwriter a financial advisory fee equal to the greater of $[ ] or 1.5% of the aggregate public offering price of all Firm Shares purchased. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters Underwriter the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters Underwriter to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option In addition, the Company shall pay to the Underwriter a financial advisory fee equal to the greater of $[ ] or 1.5% of the aggregate public offering price of all Additional Shares purchased. This option may be exercised by the Representatives on behalf of the several Underwriters Underwriter at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (International Shipholding Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Layne Christensen Co)

Sale and Purchase. Upon On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, each Forward Purchaser (with respect to the Borrowed Firm Shares) and the Company agrees (with respect to issue and sell Ordinary Shares in the form of any Company Top-Up Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the UnderwritersShares), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Forward Purchasers (with respect to the Borrowed Firm Shares) and the Company (with respect to any Company Top-Up Firm Shares), at a purchase price of $17.28 (the “Purchase Price”) per Firm Share, the number of Firm ADSs Shares set forth in Schedule I opposite the name of such Underwriter. The obligations of the Forward Purchasers to sell the Borrowed Firm Shares under this Agreement are several and not joint. Each Forward Purchaser’s obligations extend solely to the respective number of Borrowed Firm Shares set forth opposite the name of such Underwriter Forward Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereofI under the heading “Number of Borrowed Firm Shares To Be Sold”, in each case case, at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determinePurchase Price. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right option to purchasepurchase pursuant to clause (a) or clause (b) below as applicable, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, Shares at the same a purchase price per share Additional Share equal to the Purchase Price less an amount per Additional Share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares (the “Additional Shares Purchase Price”). The option hereby granted will expire 30 days after the date hereof and may be paid exercised by the Underwriters no more than twice, in whole or in part, during such 30-day period upon notice by the Representatives to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling Securityholders. Such notice shall set Forward Purchasers setting forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised several Underwriters are then exercising the option and the date and time when the of payment and delivery for such Additional ADSs are to be delivered Shares (any such date and time being herein referred to as an the additional time of purchaseOption Closing Time”); provided, however, that no additional time the Option Closing Time shall not be later than three full business days (and shall not, without the consent of purchase shall the Company, be earlier than two full business days) after the “time exercise of purchase” such option, nor in any event prior to the Closing Date (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised). The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make Following delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.an exercise notice:

Appears in 1 contract

Samples: Underwriting Agreement (NETSTREIT Corp.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 7.273375 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) and CIBC World Markets Corp. (“CIBC”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS and CIBC may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Arqule Inc)

Sale and Purchase. Upon the basis of the representations representations, warranties and warranties covenants and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Selling Stockholder that number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a . The purchase price in respect of $[ ] the Shares purchased by the Underwriters from the Selling Stockholder is $ per Firm ADSShare. The Company Selling Stockholder and the Selling Securityholders Company are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon Upon the basis of the representations representations, warranties and warranties covenants and subject to the terms and conditions herein set forth, the Selling Stockholder also hereby grants to the several Underwriters the option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, Stockholder ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholder for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company Selling Stockholder and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Ribapharm Inc)

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Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by the Company as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject annexed hereto bears to adjustment in accordance with Section 11 hereofthe total number of Firm Shares to be sold by the Company, in each case at a purchase price of $[ [____] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day 1 after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Intermune Pharmaceuticals Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell Ordinary Shares in to the form of Firm ADSsrespective Underwriters, and each of the Selling Securityholders agrees General Partner and Holdings agree to sell, in each case severally cause the Partnership to issue and not jointly, sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership, the number of Firm ADSs Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 9 hereof, in each case at a purchase price of $[ ] 19.635 per Firm ADSUnit. The Company and the Selling Securityholders are Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Units as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Partnership hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsPartnership, ratably in accordance with the number of Firm ADSs Units to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made Units in connection with the offering event the Underwriters sell more than the number of the Firm ADSsUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Company and the Selling Securityholders Partnership for the Firm ADSsUnits. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersPartnership. Such notice shall set forth the aggregate number of Additional ADSs Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Units being purchased as the number of Firm ADSs Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsUnits), subject to adjustment in accordance with Section 11 9 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Quicksilver Gas Services LP

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 19.0605 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (SLM Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 16.1925 per Firm ADSShare. The Company and the Selling Securityholders Transaction Entities are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Extra Space Storage Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] ____ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS SECURITIES") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”the "ADDITIONAL TIME OF PURCHASE"); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Rofin Sinar Technologies Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [—] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) and Jefferies & Company, Inc. (“Jefferies”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS and Jefferies may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Complete Genomics Inc)

Sale and Purchase. Upon On the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters the U.S. Firm Shares and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of U.S. Firm ADSs Shares set forth opposite the name of such Underwriter in on Schedule A attached heretoA, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] _____________ per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the ProspectusShare. You may release the U.S. Firm Shares for public sale promptly after this Agreement becomes effective. You may, from time to time time, increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon on the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company grants to the several Underwriters an option to purchase, and the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments overallotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the several Underwriters to the Company and the Selling Securityholders for the U.S. Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); providedPROVIDED, howeverHOWEVER, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day day(1) after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth eighth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to purchased by each Underwriter shall be the number which that bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Triangle Pharmaceuticals Inc

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company, the aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] per 97.0% of the principal amount of the Firm ADSNotes. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number aggregate principal amount of Firm ADSs Notes to be purchased by each of them, all or a portion of the Additional ADSs Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsNotes, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsNotes (without giving effect to any accrued interest from the closing date (as defined below) to the additional time of purchase (as defined below)). The Over-Allotment Option may be exercised by Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW” or the Representatives “Manager”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional ADSs Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number aggregate principal amount of Additional ADSs Notes to be sold to each Underwriter shall be the number amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs Notes (subject, in each case, to such adjustment as the Representatives Manager may determine to eliminate fractional ADSsnotes), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Capitala Finance Corp.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary the Firm Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm ADSs Shares (subject to such adjustment as Credit Suisse may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case annexed hereto at a purchase price of $[ ] 17.08 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you Credit Suisse that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as Credit Suisse shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares, provided that the purchase price per Additional Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives Credit Suisse on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such Each such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no an additional time of purchase shall not be (i) earlier than the time of purchase” purchase (as defined below) nor earlier or (ii) later than the second business day tenth Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total aggregate number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Credit Suisse may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.to

Appears in 1 contract

Samples: Underwriting Agreement (Annaly Capital Management Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Immunicon Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSssell, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as the Representatives may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your the Representatives’ judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Representatives may determine. In addition, the Company and the Selling SecurityholdersStockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholders, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersStockholders. If the Underwriters exercise the Option, Additional Shares will be purchased by the Underwriters from the Selling Stockholders in proportion to the maximum number of Additional Shares which they have agreed to sell. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time Time of purchasePurchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs Shares to be purchased from the Company each Selling Stockholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Additional ADSs Shares set forth opposite the name of such Selling Securityholder Stockholder in Schedule C annexed hereto bears to [# of Additional ADSs]the Firm Shares, subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling SecurityholdersStockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is authorized, on behalf of each Selling SecurityholderStockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Patriot National, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to each Underwriter and, upon the form of Firm ADSs, and each basis of the Selling Securityholders agrees representations, warranties and agreements of the Company herein contained and subject to sellall the terms and conditions set forth herein, in each case Underwriter agrees, severally and not jointly, to purchase from the respective Underwriters and each Company, at a purchase price of $ per Share (the Underwriters“purchase price per share”), severally and not jointly, agrees to purchase the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment annexed hereto (or such number of Firm Shares increased as set forth in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADS). The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth 30th day following the date of the Prospectus, hereof by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives you may determine solely to eliminate fractional ADSsshares).] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Travelcenters of America LLC)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, : (i) the Company agrees to issue sell to the Underwriter and sell Ordinary the Underwriter agrees to purchase from the Company ___________ Firm Shares in the form at a purchase price of Firm ADSs, $ per Share; and (ii) each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the UnderwritersStockholders, severally and not jointly, agrees to sell to the Underwriter and the Underwriter agrees to purchase from such Selling Stockholder the respective number of Firm ADSs Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the Selling Securityholders are advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement hereof as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters Underwriter the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters you at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the additional time of purchase); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cypress Semiconductor Corp /De/)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership the number of Firm ADSs Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 8.9376 per Firm ADSUnit. The Company and the Selling Securityholders are Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Partnership hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsPartnership, ratably in accordance with the number of Firm ADSs Units to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsUnits, at the same purchase price per share Unit to be paid by the Underwriters to the Company and the Selling Securityholders Partnership for the Firm ADSsUnits less an amount per Unit equal to any dividend or distribution declared by the Partnership and payable on the Firm Units but not payable on the Additional Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersPartnership. Such notice shall set forth the aggregate number of Additional ADSs Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Units are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Units being purchased as the number of Firm ADSs Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Units (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSscommon units), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Eagle Rock Energy Partners L P)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSssell, and each of the Selling Securityholders Shareholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder, the respective number of Firm Shares (subject to such adjustment as the Representative may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Shareholder, as the case may be, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ [____] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives Representative on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives Representative may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers a power of attorney (the “Powers "Power of Attorney") granted by each Selling Securityholder the Controlling Shareholder (which Powers Power of Attorney shall be satisfactory to the RepresentativesRepresentative), [ ] Xx. Xxx Xxx Wu and [ ] Mr. Xxx Xxxx Wu shall act as representatives of the Selling SecurityholdersControlling Shareholder. Each of the foregoing representatives (collectively, the "Representatives of the Selling Securityholders”Controlling Shareholder") is authorized, on behalf of each Selling Securityholderthe Controlling Shareholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling Securityholder, the Controlling Shareholder to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder the Controlling Shareholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling Securityholderthe Controlling Shareholder, to receive notices on behalf of such Selling Securityholder the Controlling Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementagreement.

Appears in 1 contract

Samples: Underwriting Agreement (Qiao Xing Mobile Communication Co., Ltd.)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Firm ADSs Shares (subject to such adjustment as you may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case annexed hereto at a purchase price of $[ ] 21.85 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon as the Underwriters deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and and, upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time of purchaseOption Closing Date”); provided, however, that no additional time of purchase the Option Closing Date shall not be earlier than the “time of purchase” Closing Date (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth fifth business day after the date on which the Over-Allotment Option option shall have been exercisedexercised unless the Company and you otherwise agree. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of As used herein “business day” shall mean a day on which the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney New York Stock Exchange (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersNYSE”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts open for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreementtrading.

Appears in 1 contract

Samples: Underwriting Agreement (Impac Mortgage Holdings Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the number Company, the aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 10 hereof, in each case at a purchase price of $[ ] per ]% of the principal amount of the Firm ADSNotes. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Notes as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Notes upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number aggregate principal amount of Firm ADSs Notes to be purchased by each of them, all or a portion of the Additional ADSs Notes as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsNotes, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsNotes. The Over-Allotment Option may be exercised by Deutsche Bank Securities Inc. (“DB”), BB&T Capital Markets, a division of BB&T Securities, LLC (“BB&T”), and Kxxxx, Bxxxxxxx & Wxxxx, Inc. (“KBW” and, together with DB and BB&T, the Representatives “Managers”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number principal amount of Additional ADSs Notes as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number aggregate principal amount of Additional ADSs Notes to be sold to each Underwriter shall be the number amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number aggregate principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs Notes (subject, in each case, to such adjustment as the Representatives Managers may determine to eliminate fractional ADSsnotes), subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Capitala Finance Corp.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSssell, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached annexed hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ ] 46.55 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be satisfactory to the RepresentativesUBS), [ ] Xxxxx X. Xxxxxxxx and [ ] Xxxxxxxx Xxxxxx shall act as representatives of the Selling SecurityholdersStockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is authorized, on behalf of each Selling SecurityholderStockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Conversion Devices Inc)

Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in to the form of Firm ADSsInitial Purchasers, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the UnderwritersInitial Purchasers, severally and not jointly, agrees to purchase from the number Company, $125,000,000 aggregate principal amount of Firm ADSs Notes in such amounts set forth opposite the name of such Underwriter Initial Purchaser in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case hereto at a purchase price of $[ ] per Firm ADS. The Company and the Selling Securityholders are advised by you that the Underwriters intend (i) to make a public offering of their respective portions 97.00% of the Firm ADSs as soon after principal amount thereof (the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine“purchase price”). In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters Initial Purchasers the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Underwriters Initial Purchasers shall have the right to purchase, severally and not jointly, purchase from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of themCompany, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, Notes at the same purchase price per share to be paid by price, plus accrued interest, if any, from the Underwriters time of purchase (as hereinafter defined) to the Company and the Selling Securityholders for the Firm ADSsadditional time of purchase (as hereinafter defined). The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC, on behalf of the several Underwriters Initial Purchasers, at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number initial principal amount of Additional ADSs Notes as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Notes are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than (i) the time of purchase” purchase or (as defined belowii) nor earlier than the second business day day1 after the date on which the Over-Allotment Option option shall have been exercised exercised, nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number principal amount of Additional ADSs Notes to be sold to each Underwriter Initial Purchaser shall be the number principal amount which bears the same proportion to the aggregate number principal amount of Additional ADSs Notes being purchased as the number principal amount of Firm ADSs Notes set forth opposite the name of such Underwriter Initial Purchaser on Schedule A hereto bears to the total number aggregate principal amount of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)Notes, subject to adjustment in accordance with Section 11 10 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by the Company, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [______] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC ("UBS") on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and Company; provided that the Selling SecurityholdersUnderwriters may only make such election no more than three times. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option op- tion shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (International Coal Group, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Xcyte Therapies Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [___] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Iomai Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 18.743 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time time, but only one time, on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Nationwide Health Properties Inc

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereofherewith, in each case at a purchase price of $[ ] 10.129 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Dexcom Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 61.43 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Mid America Apartment Communities Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [—] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Additional Share Option may be exercised by the Representatives UBS Securities LLC (“UBS”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Additional Share Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Additional Share Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Quotient LTD)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] per Firm ADSShare (representing a public offering price of $[ ] per Share, less an underwriting discount of $[ ] per Share). The Company and the Selling Securityholders are advised by you understands that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Pre-Pricing Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives [ ] on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement hereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives [ ] may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: MCG Capital Corp

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereofherewith, in each case at a purchase price of $[ ] per Firm ADSset forth on Schedule A hereto. The Company and the Selling Securityholders are is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters’ judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you the Underwriters may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (NPS Pharmaceuticals Inc)

Sale and Purchase. Upon the basis of the warranties and ----------------- representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sellStockholders, in each case severally and not jointly, agree to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the respective number of Firm Shares (subject to such adjustment as you may determine to avoid fractional shares) which bears the same proportion to the number of Firm ADSs Shares to be sold by the Company or by such Selling Stockholders, as the case may be, as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject bears to adjustment in accordance with Section 11 hereofthe total number of Firm Shares to be sold by the Company and the Selling Stockholders, in each case at a purchase price of $[ ] $ per Firm ADSShare. The Company and the each Selling Securityholders are Stockholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, Stockholders listed on Schedule B hereto hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholders listed on Schedule B hereto, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of themthem (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders listed on Schedule B hereto for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time (but not more than once) on or before the thirtieth day following the date of the Prospectushereof, by written notice to the Company and the Selling SecurityholdersStockholders listed on Schedule B hereto. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional ---------- time of purchase"); provided, ---------------- -------- however, that no the additional time of purchase shall not be earlier than the time ------- of purchase” purchase (as defined below) nor earlier than the second business day day/1/ after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “collectively, "Powers of Attorney”) "), ------------------ which shall be satisfactory to counsel for the Underwriters, granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives)Stockholder, [ ] and [ ] shall will act as representatives of the Selling Securityholders. Each of Stockholders (the foregoing representatives (collectively, the “"Representatives of the Selling Securityholders”) is Stockholders"). The ------------------------------------------- Representatives of the Selling Stockholders are authorized, on behalf of each Selling Securityholder, among other thingsStockholder, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such each Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such each Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such each Selling SecurityholderStockholder in proportion to the number of Shares sold by each Selling Stockholder, to receive notices on behalf of such each Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Andrx Corp)

Sale and Purchase. Upon On the basis of the representations and representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSsto each Underwriter, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the number of Firm ADSs Company, the Underwritten Shares in the numbers set forth opposite the name of such Underwriter in on Schedule A attached II hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADS. The Company pricing terms of the purchase of the Shares by the Underwriters and the Selling Securityholders are advised by you that pricing terms of the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares to the public are as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determineSchedule II hereto. In addition, the Company and hereby grants to the Selling SecurityholdersUnderwriters, in each case acting severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the warranties and representations and warranties and subject to the terms and conditions herein set forth, upon the exercise of such option by the Underwriters, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of themCompany, all or a portion of the Additional ADSs Shares as may be necessary solely to cover over-allotments allotments, if any, made in connection with the offering of the Firm ADSsUnderwritten Shares, up to the numbers set forth on Schedule II hereto, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsUnderwritten Shares. The Over-Allotment Option In the event and to the extent that the Underwriters shall exercise the election to purchase Additional Shares as herein provided, then the Company agrees to sell to each Underwriter, and each Underwriter, severally and not jointly, agrees to purchase from the Company, that portion of the number of Additional Shares requested by the Underwriters in accordance with the previous sentence. This option may be exercised by the Representatives on behalf of the several Underwriters either or both Underwriters, in their respective discretion, at any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, hereof by written notice provided by such exercising Underwriter(s) to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the additional time Additional Time of purchasePurchase”); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the “time Time of purchase” Purchase (as defined below) ), nor earlier than the second business day next Business Day or later than the tenth (10th) Business Day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Gryphon Gold Corp)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] $ 24.1375 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option This option may be exercised by the Representatives Xxxxxx, Xxxxxxxx & Company, Incorporated (“Xxxxxx Xxxxxxxx”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (LTC Properties Inc)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 14.196875 per Firm ADSshare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSs)shares, and subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs).] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Growth Properties, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSssell, and each of the Selling Securityholders agrees to sellShareholders, in each case severally and not jointly, agrees to sell, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Shareholder the number of Firm ADSs Shares (subject to such adjustment as UBS Securities LLC ("UBS") may determine to avoid fractional shares) set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, in each case at a purchase price of $[ ] per Firm ADSShare. The Company and the each Selling Securityholders are Shareholder is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and each of the Selling SecurityholdersShareholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSs, ratably in accordance with the number of Firm ADSs to be purchased by each of them, Shareholders all or a portion of the Additional ADSs Shares, as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Shareholders for the Firm ADSsShares. The Over-Allotment Option To the extent that the Underwriters exercise the option to purchase fewer than the total number of Additional Shares offered hereunder, the Underwriters shall purchase Additional Shares from the Company and each Selling Shareholder in the same proportion that the number of Additional Shares offered by the Company and such Selling Shareholder bears to the total number of Additional Shares offered by the Company and the Selling Shareholders, subject, in each case, to such adjustment as UBS may determine solely to eliminate fractional shares. This option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCustodian (as defined below). Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “the "additional time of purchase"); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (attorney, which shall be reasonably satisfactory to counsel for the “Powers of Attorney”) Underwriters, granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives)Shareholder, [ ] and [ ] shall will act as representatives of the Selling SecurityholdersShareholders. Each of the The foregoing representatives (collectively, the "Representatives of the Selling Securityholders”Shareholders") is are authorized, on behalf of each Selling Securityholder, among other thingsShareholder, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such each Selling SecurityholderShareholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses expenses, if any, to be borne by such each Selling Securityholder Shareholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such each Selling SecurityholderShareholder in proportion to the number of Shares sold by each Selling Shareholder, to receive notices on behalf of such each Selling Securityholder Shareholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Ituran Location & Control Ltd.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 97.00 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives UBS Securities LLC (“UBS”) and Credit Suisse Securities (USA) LLC (“Credit Suisse”) on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the ProspectusProspectus Supplement, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS and Credit Suisse may determine to eliminate fractional ADSsShares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Energy Xxi (Bermuda) LTD)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ [●] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Sancilio Pharmaceuticals Company, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 11.1998 per Share (after adding a supplemental payment of $0.0998 per Share payable by the Adviser to the Underwriters (the “Adviser Supplemental Payment”) to the public offering price of $11.10 per Share). In addition, in connection with the sales of the Firm ADSShares, the Adviser agrees to pay to Xxxxxx Xxxxxxx & Co. LLC, for the account of the Underwriters, $0.333 per Share (which represents all of the underwriting commissions payable by the Adviser) (the “Adviser Sales Load Payment”) with respect to the Firm Shares. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments Shares made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Over-Allotment Option This option may be exercised by the Representatives Joint Book-Running Managers on behalf of the several Underwriters at any time and in whole or from time to time in part at any time (but not more than twice) on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier later than the second three business day days after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercisedof such notice. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment OptionIn addition, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of any Additional Shares, the Offered ADSs to be sold hereunder by such Selling Securityholder, Adviser agrees to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection per Share Adviser Supplemental Payment and Adviser Sales Load Payment with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds respect to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this AgreementAdditional Shares.

Appears in 1 contract

Samples: Underwriting Agreement (PennantPark Floating Rate Capital Ltd.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 8 hereof, in each case at a purchase price of $[ ] 3.995 per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Additional Share Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share Share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSsShares, less an amount per unit equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Additional Share Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Additional Share Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Additional Share Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Additional Share Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 8 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Quotient LTD)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSssell, and each of the Selling Securityholders Stockholders agrees to sell, in each case severally and not jointly, to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder, the respective number of Firm Shares (subject to such adjustment as UBS Securities LLC (“UBS”) may determine to avoid fractional shares) which bears the same proportion to the total number of Firm Shares to be sold by the Company or by such Selling Stockholder, as the case may be, as the number of Firm ADSs Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 hereof, bears to the total number of Firm Shares, in each case at a purchase price of $[ [—] per Firm ADSShare. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling SecurityholdersStockholders, in each case severally and not jointly, hereby grant to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsStockholders, ratably in accordance with the number of Firm ADSs Shares to be purchased by each of them, all or a portion of the Additional ADSs Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSsShares, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders Stockholders for the Firm ADSsShares less an amount per share equal to any dividend or distribution declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. The Over-Allotment Option may be exercised by the Representatives UBS on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersStockholders. If the Underwriters exercise the Over-Allotment Option, Additional Shares will be purchased by the Underwriters first from the Company and second, after the Company has sold all Additional Shares which may be sold by it pursuant to this Agreement, from the Selling Stockholders in proportion to the maximum number of Additional Shares which they have agreed to sell. Such notice shall set forth the aggregate number of Additional ADSs Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional ADSs Shares are to be delivered (any such date and time being herein referred to as an “additional time of purchase”); provided, however, that no additional time of purchase shall be earlier than the “time of purchase” (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional ADSs Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Firm ADSs Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs Shares (subject, in each case, to such adjustment as the Representatives UBS may determine to eliminate fractional ADSsshares), subject to adjustment in accordance with Section 11 hereof. [Upon any exercise of the Over-Allotment Option, the number of Additional ADSs Shares to be purchased from the Company shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs], and the number of Additional ADSs Shares to be purchased from each Selling Securityholder Stockholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs Shares being purchased as the number of Additional ADSs Shares set forth opposite the name of such Selling Securityholder Stockholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives UBS may determine solely to eliminate fractional ADSs.] [To be updated depending on over-allotment allocation.] shares. Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder Stockholder (which Powers of Attorney shall be satisfactory to the RepresentativesUBS), [ [—] and [ [—] shall act as representatives of the Selling SecurityholdersStockholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling SecurityholdersStockholders”) is authorized, on behalf of each Selling SecurityholderStockholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs Shares to be sold hereunder by such Selling SecurityholderStockholder, to make delivery of the certificates of such Offered ADSsShares, to receive the proceeds of the sale of such Offered ADSsShares, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder Stockholder in connection with the sale and public offering of the Offered ADSsShares, to distribute the balance of such proceeds to such Selling SecurityholderStockholder, to receive notices on behalf of such Selling Securityholder Stockholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Patriot National, Inc.)

Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell Ordinary Shares in the form of Firm ADSs, and each of the Selling Securityholders agrees to sell, in each case severally and not jointly, ADSs to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 11 7 hereof, in each case at a purchase price of $[ ] US$ per Firm ADS. The Company and the Selling Securityholders are is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm ADSs as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm ADSs upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company and the Selling Securityholders, in each case severally and not jointly, hereby grant grants to the several Underwriters the option (the “Over-Allotment Option”) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company Ordinary Shares in the form of Firm ADSs and the Selling Securityholders Firm ADSsCompany, ratably in accordance with the number of Firm ADSs to be purchased by each of themthe Underwriters, all or a portion of the Additional ADSs as may be necessary to cover over-allotments made in connection with the offering of the Firm ADSs, at the same purchase price per share to be paid by the Underwriters to the Company and the Selling Securityholders for the Firm ADSs. The Over-Allotment Option This option may be exercised by the Representatives you on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company and the Selling SecurityholdersCompany. Such notice shall set forth the aggregate number of Additional ADSs as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional ADSs are to be delivered (any such date and time being herein referred to as an the “additional time of purchase”); provided, however, that no the additional time of purchase shall not be earlier than the time of purchase” purchase (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option option shall have been exercised. The number of Additional ADSs to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased from the Company as the number of Firm ADSs set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm ADSs (subject, in each case, to such adjustment as the Representatives you may determine to eliminate fractional ADSs), subject to adjustment in accordance with Section 11 7 hereof. [Upon any exercise of the Over-Allotment Option, the number of No Additional ADSs to be purchased from the Company shall be sold or delivered unless the number which bears the same proportion to the aggregate number of Additional Firm ADSs being purchased as [# of company Additional ADSs] bears to [# of Additional ADSs]previously have been, or simultaneously are, sold and the number of Additional ADSs to be purchased from each Selling Securityholder shall be the number which bears the same proportion to the aggregate number of Additional ADSs being purchased as the number of Additional ADSs set forth opposite the name of such Selling Securityholder in Schedule C annexed hereto bears to [# of Additional ADSs], subject, in each case, to such adjustment as the Representatives may determine solely to eliminate fractional ADSsdelivered.] [To be updated depending on over-allotment allocation.] Pursuant to powers of attorney (the “Powers of Attorney”) granted by each Selling Securityholder (which Powers of Attorney shall be satisfactory to the Representatives), [ ] and [ ] shall act as representatives of the Selling Securityholders. Each of the foregoing representatives (collectively, the “Representatives of the Selling Securityholders”) is authorized, on behalf of each Selling Securityholder, among other things, to execute any documents necessary or desirable in connection with the sale of the Offered ADSs to be sold hereunder by such Selling Securityholder, to make delivery of the certificates of such Offered ADSs, to receive the proceeds of the sale of such Offered ADSs, to give receipts for such proceeds, to pay therefrom the expenses to be borne by such Selling Securityholder in connection with the sale and public offering of the Offered ADSs, to distribute the balance of such proceeds to such Selling Securityholder, to receive notices on behalf of such Selling Securityholder and to take such other action as may be necessary or desirable in connection with the transactions contemplated by this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (China Medical Technologies, Inc.)

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