Common use of Authority and Compensation of Representative Clause in Contracts

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.

Appears in 10 contracts

Samples: Nations Express (Nations Express Inc), Immtech International Inc, American Eagle Motorcycle Co Inc

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Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.

Appears in 3 contracts

Samples: Medical Science Systems Inc, Medical Science Systems Inc, Medical Science Systems Inc

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the 2 Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.

Appears in 3 contracts

Samples: Implant Sciences Corp, Implant Science Corp, Weststar Environmental Inc

Authority and Compensation of Representative. We hereby authorize you, you as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the SecuritiesShares, provided, however, provided that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) 48 hours without the approval of a majority in interest of the Underwriters (including youyourselves). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities Shares (which shall not be substantially in excess of the number of Securities shares included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) 24 hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concessionobligation.

Appears in 1 contract

Samples: HLM Design Inc

Authority and Compensation of Representative. We hereby authorize you, you as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A (the "Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions provision of the Underwriting Agreement, and (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the SecuritiesShares, provided, however, provided that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) 48 hours without the approval of a majority in interest of the Underwriters (including youyourselves). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities Shares (which shall not be substantially in excess of the number of Securities Shares included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) 24 hours prior to the commencement of the offering as our finalized underwriting participationobligation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.

Appears in 1 contract

Samples: TBC Capital Statutory Trust

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative (the "Representative") and on our behalf, (a) to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are judgement will not be materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required Units and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you)Units. We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities Units (which shall not be substantially in excess of the number of Securities Units included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) 24 hours prior to the commencement of the offering as our finalized underwriting participationUnderwriting Obligation. As our share of the compensation, you have agreed to pay us $_________ per unit net of selling syndicate expenses, in respect of the aggregate number of Firm Units and Option Units, respectively, which we shall agree to purchase pursuant to the Underwriting Agreement. Such compensation for your services hereunder, we will pay you, shall constitute our sole compensation hereunder and we authorize you to charge to shall be responsible for our accountown expenses incurred in connection with the offering, a sum equal to including without limitation, all reallowance charges as set forth in the Manager's ConcessionUnderwriting Agreement.

Appears in 1 contract

Samples: Selected Dealer Agreement (New Frontier Media Inc /Co/)

Authority and Compensation of Representative. We hereby authorize you, as our Representative representatives (the "Representatives") and on our behalf, (ai) to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are judgement will not be materially adverse to the Underwriters, providing for the sale by us, severally and not jointly, for the account of the Company, at the purchase price per Share set forth in said Exhibit A, of the number of Shares set forth opposite our name in Schedule 1 to said Exhibit A, (bii) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, including whether the Underwriters shall purchase any Option Shares and the amount, if any, of Option Shares to be so purchased, (ciii) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required Shares and (iv) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationShares. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the Closing Date referred to in the Underwriting Agreement, a sum equal $_____ per Share in respect of the aggregate number of Shares which we shall sell pursuant to the Manager's ConcessionUnderwriting Agreement.

Appears in 1 contract

Samples: Agreement (Sunrise Preschools Inc/De/)

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative and on our behalf, (a) to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are will not be materially adverse to the Underwriters, providing for the purchase by us, severally and not jointly, from the Company, at the purchase price per Security determined as set forth in said Exhibit A, of the number of Securities set forth opposite our name in Schedule I to said Exhibit A, and our proportionate share of the Option Securities which you determine to be purchased; (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and ; (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required ; and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationSecurities. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the Closing Dates referred to in the Underwriting Agreement, a sum equal $____ per Share and $____ per Warrant in respect of the aggregate number of Shares and Warrants which we shall agree to purchase pursuant to the Manager's ConcessionUnderwriting Agreement.

Appears in 1 contract

Samples: Fusion Telecommunications International Inc

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative and on our behalf, (a) to enter into an agreement agreements with the Company and the Selling Security Holders, in substantially in the form attached forms attached’ hereto as Exhibit Exhibits A ("Underwriting Agreement")and B, but with such changes therein as in your judgment are will not be materially adverse to the Underwriters, providing for the purchase by us, severally and not jointly, from the Company and the Selling Security Holders, respectively, at the purchase price per Unit determined as set forth in said Exhibits, of the number of Units set forth opposite our name in Schedule B to said Exhibit A, and our proportionate share of the Option Units which you determine to be purchased; (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and Agreements; (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement Agreements and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required Units; and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationUnits. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the Closing Dates referred to in the Underwriting Agreement, a sum equal $ per Unit in respect of’ the aggregate number of Units which we shall agree to purchase pursuant to the Manager's ConcessionUnderwriting Agreements.

Appears in 1 contract

Samples: NGTV

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Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A “A” ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's ’s Concession.

Appears in 1 contract

Samples: Underwriting Agreement (Whitney Information Network Inc)

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative (the "REPRESENTATIVE") and on our behalf, (a) to negotiate the terms of and to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are will not be materially adverse to the Underwriters, providing for the purchase by us, severally and not jointly, from the Company, at the purchase price per share determined as set forth in such Exhibit A, of the number of Firm Units set forth opposite our name in Schedule I to such Exhibit A, and our proportionate share of the Option Units which you determine to be purchased, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the SecuritiesUnits, provided, however, that the time within which the Registration Statement is required and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationUnits. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the First Closing Date and on the Option Closing Date referred to in the Underwriting Agreement, a sum equal $_________ per Unit in respect of the aggregate number of Firm Units and Option Units, respectively, which we shall agree to purchase pursuant to the Manager's ConcessionUnderwriting Agreement.

Appears in 1 contract

Samples: Hotel Discovery Inc

Authority and Compensation of Representative. We hereby authorize you, as our Representative and on our behalf, (a) to enter into an agreement with the Company substantially in the form attached hereto as Exhibit A ("Underwriting Agreement"), but with such changes therein as in your judgment are not materially adverse to the Underwriters, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, in your discretion, may deem necessary or 2 advisable in order to carry out the provisions of the Underwriting Agreement and this Agreement and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required to become effective pursuant to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participation. As our share of the compensation for your services hereunder, we will pay you, and we authorize you to charge to our account, a sum equal to the Manager's Concession.

Appears in 1 contract

Samples: Weststar Environmental Inc

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative and on our behalf, (a) to enter into an agreement with the Company Company, in substantially in the form attached attached’ hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are will not be materially adverse to the Underwriters, providing for the purchase by us, severally and not jointly, from the Company, at the purchase price per Unit determined as set forth in said Exhibit A, of the number of Units set forth opposite our name in Schedule I to said Exhibit A, and our proportionate share of the Option Units which you determine to be purchased; (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and Agreements; (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement Agreements and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required ; and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationSecurities. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the Closing Dates referred to in the Underwriting Agreement, a sum equal $ per Unit in respect of’ the aggregate number of Units which we shall agree to purchase pursuant to the Manager's ConcessionUnderwriting Agreements.

Appears in 1 contract

Samples: NGTV

Authority and Compensation of Representative. We hereby authorize you, as our Representative representative (the "Representative") and on our behalf, (a) to enter into an agreement with the Company Company, in substantially in the form attached hereto as Exhibit A ("Underwriting Agreement")A, but with such changes therein as in your judgment are will not be materially adverse to the Underwriters, providing for the purchase by us, severally and not jointly, from the Company, at the purchase price per Security determined as set forth in said Exhibit A, of the number of Firm Securities set forth opposite our name in Schedule I to said Exhibit A, and our allotted share of the Option Securities which you determine to be purchased, (b) to exercise all the authority and discretion vested in the Underwriters and in you by the provisions of the Underwriting Agreement, and (c) to take all such action as you, you in your discretion, discretion may deem necessary or advisable in order to carry out the provisions of the Underwriting Agreement and of this Agreement Agreement, and the sale and distribution of the Securities, provided, however, that the time within which the Registration Statement is required and (d) to become effective pursuant determine all matters relating to the Underwriting Agreement will not be extended more than forty-eight (48) hours without the approval of a majority in interest public advertisement of the Underwriters (including you). We authorize you, in executing the Underwriting Agreement on our behalf, to set forth in Schedule I of the Underwriting Agreement as our commitment to purchase the number of Securities (which shall not be substantially in excess of the number of Securities included in your invitation to participate unless we have agreed otherwise) included in a wire, telex, or similar means of communication transmitted by you to us at least twenty-four (24) hours prior to the commencement of the offering as our finalized underwriting participationSecurities. As our share of the compensation for your services hereunder, we will pay to you, and we authorize you to charge to our accountaccount on the Closing Date and on the Option Closing Date referred to in the Underwriting Agreement, a sum equal $_____ per Share and $____ per Warrant in respect of the aggregate number of Firm Securities and Option Securities, respectively, which we shall agree to purchase pursuant to the Manager's ConcessionUnderwriting Agreement.

Appears in 1 contract

Samples: Conserver Corp of America

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