Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof). (b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Comtech Telecommunications Corp /De/)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the an aggregate of 1,000,000 Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).,
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 150,000 Additional Shares, Shares at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, warranties and agreements of the Company Star Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share")of this Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company Partnership agrees to issue and sell to the Underwriters andeach Underwriter, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company Partnership, at the purchase price per Firm Unit to be agreed upon by X.X. Xxxxxxx on behalf of the Representatives and the Partnership in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Additional Shares Firm Units (subject to such adjustments to eliminate fractional Shares units as X.X. Xxxxxxx on behalf of the Representatives may determine) which bears the same proportion to the total number of Additional Shares Firm Units to be purchased from sold by the Company Partnership as the number of Firm Shares Units set forth opposite the name of such Underwriter's name Underwriter in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) 1 bears to the total number of Firm SharesUnits, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule 1 may be attached to the Price Determination Agreement.
(b) Subject to all the terms and conditions of this Agreement, the Partnership grants the Option to the Underwriters to purchase, severally and not jointly, up to 240,000 Option Units from the Partnership at the same price per Option Unit as the Underwriters shall pay for each of the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Partnership has elected to rely on Rule 430A of the Securities Act of 1933, as amended (the "Act"), on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the "Option Units Notice") by X.X. Xxxxxxx on behalf of the Representatives to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (the "Option Closing Date") setting forth the aggregate number of Option Units to be purchased and the time and date for such purchase. On the Option Closing Date, the Partnership will sell to the Underwriters the number of Option Units set forth in the Option Units Notice, and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter is purchasing, as adjusted by X.X. Xxxxxxx on behalf of the Representatives in such manner as it deems advisable to avoid fractional units.
(c) The initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Partnership has elected to rely on Rule 430A.
(d) If the Partnership has elected not to rely on Rule 430A, the initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the Registration Statement containing such per unit price information shall be filed before the Registration Statement becomes effective.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters an aggregate of 1,000,000 Firm Shares, (ii) the Selling Stockholders hereby agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule II hereto, an aggregate of 100,000 Firm Shares, and (iiiii) on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from (A) the CompanyCompany and the Selling Stockholders, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof)) and (B) the Selling Stockholders the number of Firm Shares set further opposite the name of such Selling Stockholder in Schedule II hereto.
(b) The Company agrees and the Selling Stockholders agree to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 165,000 Additional Shares, Shares at the Purchase Price per Share upon delivery to the Company and the Agents of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the The Company hereby agrees agrees, subject to the terms and conditions set forth herein, to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share Share, subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees agrees, subject to the terms and conditions set forth herein, to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Comtech Telecommunications Corp /De/)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, hereof:
(a) The Company agrees to sell to each Underwriter agreesInitial Purchaser, severally and not jointly, and each Initial Purchaser, severally and not jointly, agrees to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share")Schedule B, the number aggregate principal amount of Firm Shares Securities set forth in Schedule A opposite the name of such Underwriter in Schedule I hereto (or such number Initial Purchaser, plus any additional principal amount of Firm Shares as Securities which such Underwriter shall be Initial Purchaser may become obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell hereby grants an option (the "Option") to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right Initial Purchasers to purchase, severally and not jointly, the Option Securities at the price set forth in Schedule B, plus accrued interest, if any, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery Closing Date (as defined below) to the Company of Option Closing Date (as defined below). The Option will expire 30 days after the notice hereinafter referred to. Such Additional Shares date hereof and may be purchased solely exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. If any Additional Shares are Securities upon written or telegraphic notice by the Initial Purchasers to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company setting forth the number of Additional Shares Option Securities as to which the several Initial Purchasers are then exercising the Option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (subject to such adjustments to eliminate fractional Shares as an "Option Closing Date") shall be determined by the Representatives may determine) which bears Initial Purchasers, but shall not be later than seven full business days after the same proportion exercise of the Option nor in any event prior to the total number of Additional Shares Closing Date, as hereinafter defined. If the Option is exercised as to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (all or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.any
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the The Company hereby agrees agrees, subject to all of the terms and conditions set forth herein, to issue and sell to the Underwriters the Firm SharesUnderwriter and, and (ii) on upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company, at the a purchase price of $17.25 per Share set forth in the Pricing Agreement (the "Purchase Price per Share")share, the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares Securities increased as such Underwriter shall be obligated to purchase pursuant to the provisions of set forth in Section 9 10 hereof).
(b) The Company agrees also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters Underwriter, and, on upon the basis of the representations, warranties and agreements of the Company set forth herein contained and subject to all the terms and conditions set forth herein, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company up Company, pursuant to 345,000 Additional Shares, an option (the “over-allotment option”) which may be exercised at the Purchase Price per Share upon delivery any time and from time to time by giving written notice to the Company of exercise of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with allotment option prior to 9:00 P.M., New York City time, on the offering 30th day after the date of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the Firm Sharesnext business day thereafter when the New York Stock Exchange is open for trading) (the “Option Period”), up to an aggregate of 487,500 Additional Securities. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion Securities purchased pursuant to the total number of Additional Shares to over-allotment option shall be purchased from the Company as at the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms purchase price per share set forth in Section 9 hereof) bears to the total number of Firm Shares.2(a)
Appears in 1 contract
Samples: Underwriting Agreement (Commercial Net Lease Realty Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the an aggregate of 2,500,000 Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company and GLII herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company and GLII set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 375,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Griffith Micro Science International Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the an aggregate of ___________ Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 _________ Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.Additional
Appears in 1 contract
Samples: Underwriting Agreement (American Physicians Capital Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters an aggregate of 1,500,000 Firm Shares, (ii) the Selling Stockholders hereby agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule II hereto, an aggregate of 4,011,076 Firm Shares, and (iiiii) on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from (A) the CompanyCompany and the Selling Stockholders, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof)) and (B) the Selling Stockholders the number of Firm Shares set further opposite the name of such Selling Stockholder in Schedule II hereto.
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 800,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company and the Stockholders, the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Acxiom Corp)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on Upon the basis of the ------------------------------- representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share")of this Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties you and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees you agree to purchase from the Company the number aggregate principal amount of Additional Shares Securities which are sold in this Offering at a 10% discount from the purchase price provided, however, that if the Company fails to receive subscriptions for a minimum of 350,000 Units within 120 days from the date of the final Prospectus (subject or 150 days, if extended by the Company), the Offering will be terminated and any subscriptions received will be promptly refunded within 5 days to such adjustments subscribers, without any deduction therefrom or any interest thereon and this Agreement shall terminate. It is understood that you currently intend to eliminate fractional Shares as execute an Agreement Among Underwriters providing for the Representatives purchase of a portion of the principal amount, at whatever price you may determine) which bears elect, at your own discretion (the same proportion "Agreement Among Underwriters"). The Company agrees to pay to you a non-accountable expense allowance equal to 3% of the aggregate principal amount of Securities sold. In the event that the Company's public offering of the Securities is terminated for any reason, the Company shall pay you for any reasonable accountable expenses you have incurred. In addition to the total number sums payable to you, as provided elsewhere herein, Veera Capital Corporation, in its individual capacity and not as representative of Additional Shares the several Underwriters, shall be entitled to be purchased from receive, as partial compensation for its services, warrants (the "Warrants") for the purchase of an amount of shares of Common Stock of the Company as equal to 10% of the number of Firm Shares set forth opposite such Underwriter's name Units issued in Schedule I (or such number of Firm Shares increased the public offering. The Warrants shall be issued pursuant to the terms set forth Underwriter's Warrant in Section 9 hereofthe form of Exhibit B attached hereto and shall be exercisable, in whole or in part, for a period of four years commencing one year from the date of the completion of the Offering at an exercise price of $4.32 per share. The Warrants shall be non-exercisable for one year from the issuance of the Warrants, and non-transferable (whether by sale, transfer, assignment, or hypothecation) bears except for (i) transfers to the total number officers of Firm SharesVeera Capital Corporation who are also shareholders of Veera Capital Corporation; and (ii) transfers occurring by operation of law.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the respective representations, warranties and agreements of the Company and the Selling Security Holder herein contained and subject to all the terms and conditions set forth herein, of this Agreement: (i) the Selling Security Holder agrees to assign and sell the Warrant to the Underwriters; (ii) the Company agrees to issue and sell to the several Underwriters an aggregate of 2,000,000 of the Firm Shares and an aggregate of 392,866 of the Warrant Shares (upon exercise of the Warrant by the Underwriters in accordance with the terms thereof); and (iii) each Underwriter agreesof the Underwriters, severally and not jointly, agrees to purchase from the Company, Company at the purchase price per Share share for the Firm Shares to be agreed upon by the Company and the Representatives, in accordance with Section 1(c) hereof and set forth in the Pricing Agreement (the "Purchase Price per Share")Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or II, plus such additional number of Firm Shares as which such Underwriter shall be may become obligated to purchase pursuant to the provisions of Section 9 hereof).
; (biv) The Company agrees to sell to the Underwriters and, on the basis each of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriters, severally and not jointly, agrees to purchase from the Company Selling Security Holder, at the number purchase price per underlying Warrant Share to be agreed upon by the Selling Security Holder and the Representatives, in accordance with Section 1(c) hereof and set forth in the Price Determination Agreement, that portion of Additional the Warrant, based on underlying Warrant Shares which (subject as nearly as practicable, as determined by the Representatives) bears to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears 392,866 the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriter in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) II bears to the total number of Firm Shares; and (v) each of the Underwriters, severally and not jointly, agrees to exercise that portion of the Warrant purchased by such Underwriter by tendering such portion to the Company together with the payment of the exercise price of $4.44 per Warrant Share and the Company agrees upon such exercise to issue and sell to such Underwriter such number of validly issued, fully paid and nonassessable shares of Common Stock to which such Underwriter is entitled upon exercise of the Warrant, and the Underwriters agree to offer the Warrant Shares resulting from such exercise to the public as set forth in the Prospectus. Schedule II may be attached to the Price Determination Agreement.
(b) Subject to all the terms and conditions of this Agreement, the Company grants the Option to the several Underwriters to purchase, severally and not jointly, up to 358,930 Option Shares from the Company at the same price per share as the Underwriters shall pay for the Firm Shares. The Option may be exercised only to cover over-allotments in the sale of the Firm Shares and the Warrant Shares by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 45th day after the date of this Agreement (or, if the Company has elected to rely on Rule 430A, on or before the 45th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the "Option Shares Notice") by the Representatives to the Company no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Shares Notice (the "Option Closing Date") setting forth the aggregate number of Option Shares to be purchased and the time and date for such purchase. On the Option Closing Date, the Company shall issue and sell to the Underwriters the number of Option Shares set forth in the Option Shares Notice, and each Underwriter shall purchase such percentage of the Option Shares as is equal to the percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the Representatives in such manner as they deem advisable to avoid fractional shares.
(c) The public offering price per share at which the Shares are initially offered and the purchase price per share for the Firm Shares and for the Warrant to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement. In the event such prices have not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement (as hereinafter defined) becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 7 shall remain in effect.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters an aggregate of 1,275,000 Firm Shares, (ii) the Selling Stockholders hereby agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule II hereto, an aggregate of 125,000 Firm Shares, and (iiiii) on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from (A) the CompanyCompany and the Selling Stockholders, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof)) and (B) the Selling Stockholders the number of Firm Shares set further opposite the name of such Selling Stockholder in Schedule II hereto.
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 210,000 Additional Shares, Shares at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the respective representations, warranties and agreements of the Company and the Selling Shareholders herein contained and subject to all the terms and conditions set forth hereinof this Agreement, (i) the Company and each Underwriter agreesof the Selling Shareholders, severally and not jointly, agree to sell to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Shareholders, at the purchase price per Share share for the Firm Shares to be agreed upon by the Representatives, the Company and the Selling Shareholders in accordance with Section 1(c) hereof, which purchase price shall not be higher than the maximum price recommended by McDoxxxx & Xompany Securities, Inc., who the Company has engaged to act as "qualified independent underwriter" within the meaning of Rule 2720 (formerly Schedule E) to the By-Laws of the National Association of Securities Dealers, Inc., and set forth in the Pricing Agreement (the "Purchase Price per Share")Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or II, plus such additional number of Firm Shares as which such Underwriter shall be may become obligated to purchase pursuant to the provisions of Section 9 hereof). Schedule II may be attached to the Price Determination Agreement. The Company and the Underwriters agree that McDoxxxx & Xompany Securities, Inc. will not receive any additional benefits hereunder for serving as the QIU in connection with the offering.
(b) The Company agrees Subject to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to all the terms and conditions set forth hereinof this Agreement, the Company and the Selling Shareholders grant the Option to the several Underwriters shall have the right to purchase, severally and not jointly, up to 255,000 Option Shares from the Company up to 345,000 Additional Shares, and an aggregate of 137,250 Option Shares (determined on a pro rata basis) unless the Company and the Selling Shareholders otherwise agree from the Selling Shareholders at the Purchase Price same price per Share upon delivery to share as the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely Underwriters shall pay for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are The Option may be exercised only to be purchased, each Underwriter, severally and not jointly, agrees to purchase from cover over-allotments in the Company sale of the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name by the Underwriters and may be exercised in Schedule I whole or in part at any time (but not more than once) on or such number before the 30th day after the date of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.Price Determination Agreement,
Appears in 1 contract
Samples: Underwriting Agreement (Bridgestreet Accommodations Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, warranties and agreements of the Company Star Parties herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share")of this Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company Partnership agrees to issue and sell to the Underwriters andeach Underwriter, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company Partnership, at the purchase price per Firm Unit to be agreed upon by X.X. Xxxxxxx on behalf of the Representatives and the Partnership in accordance with Section 1(c) or 1(d) hereof and set forth in the Price Determination Agreement, the number of Additional Shares Firm Units (subject to such adjustments to eliminate fractional Shares units as X.X. Xxxxxxx on behalf of the Representatives may determine) which bears the same proportion to the total number of Additional Shares Firm Units to be purchased from sold by the Company Partnership as the number of Firm Shares Units set forth opposite the name of such Underwriter's name Underwriter in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) 1 bears to the total number of Firm SharesUnits, plus such additional number of Firm Units which such Underwriter may become obligated to purchase pursuant to Section 8 hereof. Schedule 1 may be attached to the Price Determination Agreement.
(b) Subject to all the terms and conditions of this Agreement, the Partnership grants the Option to the Underwriters to purchase, severally and not jointly, up to 225,000 Option Units from the Partnership at the same price per Option Unit as the Underwriters shall pay for each of the Firm Units. The Option may be exercised only to cover over-allotments in the sale of the Firm Units by the Underwriters and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this Agreement (or, if the Partnership has elected to rely on Rule 430A of the Securities Act of 1933, as amended (the "Act"), on or before the 30th day after the date of the Price Determination Agreement), upon written or telegraphic notice (the "Option Units Notice") by X.X. Xxxxxxx on behalf of the Representatives to the Partnership no later than 12:00 noon, New York City time, at least two and no more than five business days before the date specified for closing in the Option Units Notice (the "Option Closing Date") setting forth the aggregate number of Option Units to be purchased and the time and date for such purchase. On the Option Closing Date, the Partnership will sell to the Underwriters the number of Option Units set forth in the Option Units Notice, and each Underwriter will purchase such percentage of the Option Units as is equal to the percentage of Firm Units that such Underwriter is purchasing, as adjusted by X.X. Xxxxxxx on behalf of the Representatives in such manner as it deems advisable to avoid fractional units.
(c) The initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, if the Partnership has elected to rely on Rule 430A.
(d) If the Partnership has elected not to rely on Rule 430A, the initial public offering price per Firm Unit and the purchase price per Firm Unit to be paid by the several Underwriters shall be agreed upon and set forth in the Price Determination Agreement, which shall be dated the date hereof, and an amendment to the Registration Statement containing such per unit price information shall be filed before the Registration Statement becomes effective.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the The Company hereby agrees to issue and ------------------------------ sell to the Underwriters the Firm Sharesseveral Underwriters, and (ii) on the Underwriters, upon the basis of the representationsrepresentations and warranties herein contained, warranties and agreements of the Company herein contained and but subject to the terms and conditions set forth hereinhereinafter stated, each Underwriter agreesagree, severally and not jointly, to purchase from the Company, at Company the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number respective numbers of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto opposite their names at $[_____] a share (or such number the "Purchase Price"). On the basis of Firm Shares as such Underwriter shall be obligated the representations and warranties contained in this Agreement, and subject to purchase pursuant to its terms and conditions, the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters andthe Additional Shares, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the a one-time right to purchase, severally and not jointly, from the Company up to 345,000 [_________] Additional Shares, Shares at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred toPrice. Such Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments overallotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each UnderwriterUnderwriter agrees, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as the Representatives you may determine) which that bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or hereto opposite the name of such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), it will not, for a period of 180 days after the date of the Prospectus, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such shares of Common Stock, whether any such transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, other than (a) the sale of the Shares to the Underwriters pursuant to this Agreement, (b) transactions relating to shares of Common Stock or other securities acquired in open market transactions after the completion of the public offering of the Common Stock hereunder or (c) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security, in each case, outstanding on the date hereof and of which the Underwriters have been advised in writing.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the The Company hereby agrees agrees, subject to all the terms and conditions set forth herein, to issue and sell to the Underwriters the Firm Shareseach Underwriter and, and (ii) on upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per Share (the "purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Shareshare"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as such Underwriter shall be obligated to purchase pursuant to the provisions of set forth in Section 9 10 hereof).
(b) . The Company agrees also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters Underwriters, and, on upon the basis of the representations, warranties and agreements of the Company set forth herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, purchase from the Company up to 345,000 Additional SharesCompany, at the Purchase Price purchase price per Share upon delivery share, pursuant to an option (the Company "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of this Agreement (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the notice hereinafter referred tonext business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 450,000 Additional Shares. Such Additional Shares may be purchased solely only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If Upon any Additional Shares are to be purchasedexercise of the over-allotment option, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments as you may determine in order to eliminate avoid fractional Shares as the Representatives may determineshares) which bears the same proportion to the total number of Additional Shares to be purchased from by the Company Underwriters as the number of Firm Shares set forth opposite the name of such Underwriter's name Underwriter in Schedule I hereto (or such number of Firm Shares increased pursuant to the terms as set forth in Section 9 10 hereof) bears to the total aggregate number of Firm Shares.
Appears in 1 contract
Samples: Underwriting Agreement (Commercial Net Lease Realty Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price of $___ per Share set forth in the Pricing Agreement (the "Purchase Price per Share")$1,000 principal amount, the number aggregate principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto (or such number aggregate principal amount of Firm Shares Notes as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, all or any portion of the Option Notes at the Purchase Price per Share purchase price set forth above plus accrued interest upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares Option Notes may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesNotes. If any Additional Shares Option Notes are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number aggregate principal amount of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) Option Notes which bears the same proportion to the total number aggregate principal amount of Additional Shares Option Notes to be purchased from the Company as the number aggregate principal amount of Firm Shares Notes set forth opposite such Underwriter's name in Schedule I (or such number aggregate principal amount of Firm Shares Notes increased pursuant to the terms set forth in Section 9 hereof) bears to the total number aggregate principal amount of Firm SharesNotes.
Appears in 1 contract
Samples: Purchase Agreement (Consumer Portfolio Services Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the respective representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth hereinof this Agreement, (i) the Company and each Underwriter agreesof the Selling Stockholders, severally and not jointly, agree to sell to the several Underwriters and (ii) each of the Underwriters, severally and not jointly, agrees to purchase from the CompanyCompany and the Selling Stockholders, at the purchase price per Share share for the Firm Shares to be agreed upon by the Representatives, the Company and the Selling Stockholders in accordance with Section 1(c) and set forth in the Pricing Agreement (the "Purchase Price per Share")Determination Agreement, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or II, plus such additional number of Firm Shares as which such Underwriter shall be may become obligated to purchase pursuant to the provisions of Section 9 hereof). Schedule II may be attached to the Price Determination Agreement.
(b) The Company agrees Subject to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to all the terms and conditions set forth hereinof this Agreement, the Underwriters shall have Selling Stockholders grant the right Option to the several Underwriters[, on a pro rata basis based on the number of Firm Shares to be sold by such Selling Stockholders] to purchase, severally and not jointly, up to ___ Option Shares from the Company up to 345,000 Additional Shares, at the Purchase Price Selling
(c) The initial public offering price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely share for the purpose of covering over-allotments made in connection with Firm Shares and the offering of purchase price per share for the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from paid by the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms several Underwriters shall be agreed upon and set forth in the Price Determination Agreement. In the event such price has not been agreed upon and the Price Determination Agreement has not been executed by the close of business on the fourteenth business day following the date on which the Registration Statement becomes effective, this Agreement shall terminate forthwith, without liability of any party to any other party except that Section 9 hereof7, Section 5(i) bears to the total number of Firm Sharesand Section 5(j) shall remain in effect.
Appears in 1 contract
Samples: Underwriting Agreement (Credentials Services International Inc)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to the terms and conditions herein set forth hereinforth, each Underwriter agreesForward Seller (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters andUnderwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Forward Sellers (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), at a purchase price of $55.29 (the “Purchase Price”) per Share, the number of Additional Shares set forth in Schedule A opposite the name of such Underwriter. The obligations of the Forward Sellers to sell the Borrowed Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the respective number of Borrowed Shares set forth opposite the name of such Forward Seller in Schedule A under the heading “Number of Borrowed Shares To Be Sold” at the Purchase Price. If (subject i) any of the representations and warranties of the Company contained herein or any certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Time as if made as of the Closing Time, (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement or the Forward Sales Agreements on or prior to the Closing Time (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time, (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or the Closing Time shall not have occurred, (v) any of the conditions set forth in Paragraph 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the Closing Time as if made as of the Closing Time (clauses (i) through (vi), together, the “Conditions”), then each Forward Seller, in its sole discretion, may elect not to (or in the case of clause (iv), will not) borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such adjustments date. In addition, in the event a Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to eliminate fractional borrow and deliver for sale a number of Borrowed Shares equal to the number of Borrowed Shares that it has agreed to sell and deliver in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters at the Closing Time, as the Representatives case may determine) which bears be, the same proportion aggregate number of shares of Common Stock that such Forward Seller or its affiliates is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. If a Forward Seller elects pursuant to the preceding paragraph not to borrow and deliver for sale to the Underwriters at the Closing Time the total number of Additional Borrowed Shares to be purchased from sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company as no later than 9:00 a.m., New York City time, on the Closing Time. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver any Company Top-Up Shares prior to the Business Day following notice to the Company of the relevant number of Firm Shares set forth opposite such Underwriter's name Securities so deliverable in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Sharesaccordance with this paragraph.
Appears in 1 contract
Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to the terms and conditions herein set forth hereinforth, each Underwriter agreesof the Forward Sellers (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters andUnderwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Forward Sellers (with respect to the Borrowed Shares) and the Company (with respect to any Company Top-Up Shares), at a purchase price of $48.6074 (the “Purchase Price”) per Share, the number of Additional Shares set forth in Schedule A opposite the name of such Underwriter. The obligations of the Forward Sellers to sell the Borrowed Shares under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the respective number of Borrowed Shares set forth opposite the name of such Forward Seller in Schedule A under the heading “Number of Borrowed Shares To Be Sold” at the Purchase Price. If (subject to such adjustments to eliminate fractional Shares i) any of the representations and warranties of the Company contained herein or any certificate delivered by the Company pursuant hereto are not true and correct as of the Closing Time, as the Representatives case may determinebe, as if made as of the Closing Time, (ii) which bears the same proportion Company has not performed all of the obligations required to be performed by it under this Agreement or the Forward Sales Agreements on or prior to the Closing Time, (iii) any of the conditions set forth in Section 6 hereof have not been satisfied on or prior to the Closing Time, (iv) this Agreement shall have been terminated pursuant to Section 10 hereof on or prior to the Closing Time or the Closing Time shall not have occurred, (v) any of the conditions set forth in Paragraph 7(a) of the Forward Sale Agreements shall not have been satisfied on or prior to the Closing Time or (vi) any of the representations and warranties of the Company contained in the Forward Sale Agreements are not true and correct as of the Closing Time as if made as of the Closing Time (clauses (i) through (vi), together, the “Conditions”), then each Forward Seller, in its sole discretion, may elect not to (or in the case of clause (iv), will not) borrow and deliver for sale to the Underwriters the Borrowed Shares otherwise deliverable on such date. In addition, in the event a Forward Seller determines that (A) it or its affiliate is unable through commercially reasonable efforts to borrow and deliver for sale a number of Borrowed Shares equal to the number of Borrowed Shares that it has agreed to sell and deliver in connection with establishing a commercially reasonable hedge position or (B) in its commercially reasonable judgment either it is impracticable to do so or it or its affiliate would incur a stock loan cost of more than a rate equal to 200 basis points per annum to do so, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters at the Closing Time, as the case may be, the aggregate number of shares of Common Stock that such Forward Seller or its affiliates is able to so borrow in connection with establishing its commercially reasonable hedge position at or below such cost. If a Forward Seller elects not to, or is otherwise not required to, borrow and deliver any Borrowed Shares for sale to the Underwriters pursuant to the preceding paragraph at the Closing Time, the total number of Additional Borrowed Shares to be purchased from sold by it hereunder, such Forward Seller will use its commercially reasonable efforts to notify the Company as no later than 9:00 a.m., New York City time, on the Closing Time. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver any Company Top-Up Shares prior to the Business Day following notice to the Company of the relevant number of Firm Shares set forth opposite such Underwriter's name Securities so deliverable in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Sharesaccordance with this paragraph.
Appears in 1 contract
Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters an aggregate of 1,000,000 Firm Shares, (ii) the Selling Stockholders hereby agree, severally and not jointly, to sell to the Underwriters in the respective amounts set forth in Schedule II hereto, an aggregate of 100,000 Firm Shares, and (iiiii) on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from (A) the CompanyCompany and the Selling Stockholders, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof)) and (B) the Selling Stockholders the number of Firm Shares set further opposite the name of such Selling Stockholder in Schedule II hereto.
(b) The Company agrees and the Selling Stockholders agree to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company and the Selling Stockholders set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 165,000 Additional Shares, Shares at the Purchase Price per Share upon delivery to the Company and the Agents of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from (i) the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares and (ii) the Selling Stockholders, the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Selling Stockholders as the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II bears to the total number of Firm Shares.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as Upon the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained terms and subject to the terms and conditions set forth hereinin this Agreement, at the Closing, Parent shall purchase and accept from Blocker Seller, and Blocker Seller shall sell, transfer and deliver to Parent, free and clear of all Liens (other than restrictions that may, following the Closing, be applicable on any subsequent transfer by Parent under applicable securities Laws), all of the Blocker Equity held by Blocker Seller (the “Blocker Acquired Units”).
(b) Contingent upon and effective immediately prior to the Closing, each Underwriter agreesProfits Interest Unit in the Company, as defined in the Company limited liability company operating agreement (the “Profits Interest Units”), subject to ongoing vesting restrictions and held by Management Pool on behalf of Company employees shall fully vest (collectively, the “Profits Interest Seller”). Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and accept from Profits Interest Seller, and Profits Interest Seller shall sell, transfer, and deliver to Buyer, free and clear of all Liens (other than restrictions that may, following the Closing, be applicable on any subsequent transfer by Buyer under applicable securities Laws), all of the Profits Interest Units held by the Profits Interest Seller.
(c) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Buyer shall purchase and accept from each of the Sellers (other than Blocker Seller and Profits Interest Seller) and the Additional Sellers, and each of the Sellers (other than Blocker Seller and Profits Interest Seller) and the Additional Sellers shall sell, transfer and deliver to Buyer, severally and not jointly, to purchase from and free and clear of all Liens (other than restrictions that may, following the CompanyClosing, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"be applicable on any subsequent transfer by Buyer under applicable securities Laws), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements all of the Company set forth herein Units held by the Sellers (other than Blocker Seller and subject to the terms Profits Interest Seller) and conditions set forth hereinAdditional Sellers (the “Company Acquired Units” and, together with the Blocker Acquired Units and the Profits Interest Units, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares“Acquired Units”).
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, representations and warranties and agreements of the Company herein contained and subject to the terms and conditions herein set forth hereinforth, each Underwriter agreesof the Forward Sellers (with respect to the Borrowed Firm Shares) and the Company (with respect to the Company Primary Shares and any Company Top-Up Firm Shares), severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters andUnderwriters, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Forward Sellers (with respect to the Borrowed Firm Shares) and the Company (with respect to the Company Primary Shares and any Company Top-Up Firm Shares), at a purchase price of $58.65 (the “Purchase Price”) per Firm Share, the number of Additional Shares (subject set forth in Schedule A opposite the name of such Underwriter. The obligations of the Forward Sellers to such adjustments to eliminate fractional sell the Borrowed Firm Shares as the Representatives may determine) which bears the same proportion under this Agreement are several and not joint. Each Forward Seller’s obligations extend solely to the total respective number of Borrowed Firm Shares set forth opposite the name of such Forward Seller in Schedule A under the heading “Number of Borrowed Firm Shares To Be Sold” at the Purchase Price. In addition, each of the Forward Sellers (with respect to the Borrowed Additional Shares to be purchased from Shares) and the Company as (with respect to any Company Top-Up Additional Shares), severally and not jointly, grants the Underwriters, acting severally and not jointly, the right to purchase ratably in accordance with the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (to be purchased by each of them, all or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Shares.a portion of
Appears in 1 contract
Samples: Underwriting Agreement (Rexford Industrial Realty, Inc.)
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as Upon the Representatives in their discretion may maketerms and conditions set forth herein, (i) the Company hereby agrees to to, in accordance with this Agreement, issue and sell an aggregate of [ ] ADSs to the Underwriters the Firm Shares, and (ii) on Underwriters. Upon the basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $[ ] per ADS (the “purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"ADS”), the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) hereto. The Company also agrees to sell to the Underwriters Underwriters, and, on upon the basis of the representations, warranties and agreements of the Company set forth herein contained, and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, severally and not jointly, purchase from the Company up to 345,000 an aggregate of [ ] Additional Shares, Securities at the Purchase Price purchase price per Share upon delivery to ADS for the Company of the notice hereinafter referred toAdditional Securities. Such The Additional Shares Securities may be purchased solely for the purpose of covering over-allotments allotments, if any, made in connection with the offering of the Firm SharesSecurities. If any Additional Shares Securities are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the total number of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares securities as the Representatives you may determine) which that bears the same proportion to the total number of Additional Shares Securities to be purchased from by all of the Company Underwriters as the total number of Firm Shares Securities set forth opposite the name of such Underwriter's name Underwriter in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) hereto bears to the total number of Firm SharesSecurities to be purchased by all of the Underwriters or, in the event of a partial exercise of the option, a smaller number of Additional Securities that reflects the pro rata reduction in the number of Additional Securities to be sold in order to satisfy such partial exercise (subject to such adjustments as you may determine to avoid fractional ADSs). The option to purchase Additional Securities may be exercised, in whole or in part, at any time within 30 days after the date of the Prospectus, but no more than once.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject Pursuant to the terms and conditions set forth hereinin this Agreement, each Underwriter agreeson the Closing Date the Company agrees to sell to Laurus, severally and not jointly, Laurus hereby agrees to purchase from the Company, at the purchase price per Share set forth (i) a note in the Pricing Agreement aggregate principal amount of US$2,000,000 in accordance with the terms of the Term Note and this Agreement; (ii) a note in the maximum aggregate principal amount of US$4,000,000 evidencing a revolving facility in accordance with the terms of the Secured Revolving Note and this Agreement. The purchase of the Notes on the Closing Date shall be known as the "Purchase Price per ShareOffering". A form of each of the Notes is annexed hereto as Exhibit A and B, respectively. The Term Note and the Secured Revolving Note will mature on the Maturity Date (as defined in each of the respective Notes). Collectively, (a) the number Warrant, and (b) the Common Stock issuable and upon exercise of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares Warrant are referred to collectively as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof)"Securities".
(b) The Company hereby acknowledges and agrees to sell that the advance and availability of the term loan of US$2,000,000 by Laurus to the Underwriters and, on Company pursuant to the basis of the representations, warranties and agreements of the Company set forth herein and Term Note shall be subject to the terms and conditions precedent set forth hereinin the Term Note having been met to the satisfaction of Laurus in its sole discretion, including, without limitation, the Underwriters shall have completion of the right to purchase, severally First Acquisition.
(c) The Company hereby acknowledges and not jointly, from agrees that the Company up to 345,000 Additional Shares, at advance and availability of the Purchase Price per Share upon delivery revolving loan of US$4,000,000 by Laurus to the Company pursuant to the Secured Revolving Note shall be subject to the conditions precedent set forth in the Secured Revolving Note having been met to the satisfaction of Laurus in its sole discretion, including, without limitation, the completion of the notice hereinafter referred to. Such Additional Shares may be purchased solely for First Acquisition and the purpose Second Acquisition.
(d) On the Closing Date the Company will also issue and deliver to Laurus a warrant to purchase up to 8,586,754 shares of covering over-allotments made Common Stock in connection with the offering Offering (as amended, modified or supplemented from time to time, the "Warrant") pursuant to Section 2 hereof. A form of Warrant is annexed hereto as Exhibit C. All the representations, covenants, warranties, undertakings, indemnification and other rights made or granted to or for the benefit of Laurus by the Company are hereby also made and granted in respect of the Firm Warrant and shares of the Company's Common Stock issuable upon exercise of the Warrant (the "Warrant Shares. If ").
(e) The Company hereby acknowledges and agrees that in the event that Laurus advances US$2,000,000 pursuant to the Term Note, but does not make any Additional Shares are advances pursuant to the Secured Revolving Note, in each case on or before March 31, 2006, then Laurus shall return 66% of the value of the Warrant which, for greater certainty, shall be purchased, each Underwriter, severally and not jointly, agrees the right to purchase from the Company 5,667,257 nonassessable shares of Common Stock (the number of Additional Shares (subject "Pro-Rated Refundable Amount"). Laurus acknowledges and agrees that in the event that, on or before March 31, 2006, it does not make any advances pursuant to such adjustments to eliminate fractional Shares as either the Representatives may determine) which bears Term Note or the same proportion Secured Revolving Note, then Laurus shall return the Warrant to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm SharesCompany.
Appears in 1 contract
Samples: Security and Purchase Agreement (Essential Innovations Technology Corp)
Agreement to Sell and Purchase. (a) Subject On the basis of the representation, warranties, covenants and agreements contained herein, but subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may maketerms and conditions herein set forth, (i) the Company hereby agrees to issue and to sell the Units to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right agree to purchase, severally and not jointly, the Units from the Company up at a purchase price of US$2.75 per Unit. All Units to 345,000 Additional Sharesbe offered and sold in the Offering shall be issued and sold through the Underwriters, at and the Purchase Price per Share upon delivery Company will not sell or agree to sell any of the Units otherwise than through the Underwriters. In the event that NBF sells any Units in the United States, it will do so through its agent affiliate in the United States, NBF Securities (USA) Corp. Xxxxxxx will only offer and sell Units in the United States. In the event the Company or any of its executive officers is contacted directly or indirectly by prospective purchasers of the Units, the Company will promptly forward the names of such prospective purchasers to the Company of the notice hereinafter referred toRepresentatives. Such Additional Shares may be purchased solely In consideration for the purpose of covering over-allotments made Underwriters’ services in connection with the offering distribution of and purchasing the Underwritten Units pursuant to this Agreement, the Company will pay to the Underwriters at Closing (and each Settlement Date, to the extent applicable) an aggregate cash commission equal to 6.00% of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase gross proceeds from the Company sale of the number Underwritten Units (and Option Units, if any), whether the Underwritten Units (or Option Units, if any) are purchased by the Underwriters for their own account or for the account of Additional Shares (their clients. The payment of such cash commission to the Underwriters shall first be subject to a customary step-up fee of 6.00% of such adjustments cash commission payable to eliminate fractional Shares as the Representatives may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite divided equally between such Underwriter's name in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm SharesRepresentatives.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on On the basis of the representations, warranties and agreements of the Company herein contained and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, at the purchase price of $_______ per Share set forth in the Pricing Agreement (the "Purchase Price per Share")$1,000 principal amount, the number of Firm Shares Debentures set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares Debentures as such Underwriter shall be obligated to purchase pursuant to the provisions of Section 9 hereof).
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject to the terms and conditions set forth herein, the Underwriters shall have the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, all or any portion of the Option Debentures at the Purchase Price per Share purchase price set forth above plus accrued interest upon delivery to the Company of the notice hereinafter referred to. Such Additional Shares Option Debentures may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm SharesDebentures. If any Additional Shares Option Debentures are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as the Representatives may determine) Option Debentures which bears the same proportion to the total number of Additional Shares Option Debentures to be purchased from the Company as the number of Firm Shares Debentures set forth opposite such Underwriter's name in Schedule I (or such number of Firm Shares Debentures increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm SharesDebentures.
Appears in 1 contract
Agreement to Sell and Purchase. (a) Subject to such adjustments to eliminate any fractional share sales or purchases as the Representatives in their discretion may make, (i) the Company hereby agrees to issue and sell to the Underwriters the Firm Shares, and (ii) on the basis of the representations, warranties and agreements of the Company herein contained and subject Pursuant to the terms and conditions set forth hereinin this Agreement, each Underwriter agreeson the Closing Date (as defined in Section 3), the Company agrees to sell to the Purchasers, and the Purchasers, severally and not jointly, hereby agree to purchase from the Company, an Original Term Note in the principal amount and at the purchase price per Share set forth in the Pricing Agreement (the "Purchase Price per Share"), the number of Firm Shares set forth opposite the such Purchaser’s name of such Underwriter in on Schedule I hereto (or convertible in accordance with the terms thereof into shares of the Company’s Common Stock in accordance with the terms of such number Term Note and this Agreement. It is understood and agreed that the purchases by the Purchasers are to be separate transactions. The purchase of Firm Shares as such Underwriter the Original Term Notes on the Closing Date shall be obligated known as the “Offering.” A form of the Term Notes are annexed hereto as Exhibit A. The Term Notes will mature on the Maturity Date (as defined in the Term Notes). Collectively, the Term Notes, the Warrants and Common Stock issuable upon conversion of the Term Notes and upon exercise of the Warrants are referred to purchase pursuant to as the provisions of Section 9 hereof)“Securities.”
(b) The Company agrees to sell to the Underwriters and, on the basis of the representations, warranties and agreements of the Company set forth herein and subject Subject to the terms and conditions set forth hereinherein and in the Related Agreements (as hereinafter defined), at the request of the Company, the Underwriters Purchasers may make additional loans (the “Loans”) to the Company from time to time which, in the aggregate at any time outstanding, will not exceed the lesser of (x) (I) One Million Dollars ($1,000,000) minus (II) such reserves as the Purchasers may reasonably in their good faith judgment deem proper and necessary from time to time (the “Reserves”) and (y) an amount equal to (I) the Accounts Availability (as defined below) minus (II) the Reserves. The amount derived at any time from Section 1(b)(y)(I) minus 1(b)(y)(II) shall be referred to as the “Formula Amount”. The Company shall execute and deliver Additional Term Notes of each such Loan to each of the following Purchasers in the following pro rata percentages (i) 34.09090909% to [PURCHASER] and (ii) 65.90909090% to [PURCHASER 2]. Notwithstanding the foregoing, the Purchasers shall have no obligation to make Loans to the Company in less than One Hundred Thousand Dollar ($100,000) tranches.
(c) Notwithstanding the limitations set forth above, if requested by the Company, the Purchasers retain the right to purchase, severally and not jointly, from the Company up to 345,000 Additional Shares, at the Purchase Price per Share upon delivery lend to the Company from time to time such amounts in excess of the notice hereinafter referred to. Such Additional Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each Underwriter, severally and not jointly, agrees to purchase from the Company the number of Additional Shares (subject to such adjustments to eliminate fractional Shares limitations as the Representatives Purchasers may determine) which bears the same proportion to the total number of Additional Shares to be purchased from the Company as the number of Firm Shares set forth opposite such Underwriter's name determine in Schedule I (or such number of Firm Shares increased pursuant to the terms set forth in Section 9 hereof) bears to the total number of Firm Sharestheir sole discretion.
Appears in 1 contract
Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co)
