Directed Shares. It is understood that approximately 555,000 shares of the Initial Shares (“Directed Shares”) initially will be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company (“Directed Share Participants”) upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “Directed Share Program”). Under no circumstances will the Representative or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated herein.
Directed Shares. It is understood that approximately [40,000] shares of the Initial Shares ("Directed Shares") initially will be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company ("Directed Share Participants") upon the terms and conditions set forth in both the Prospectus and the Disclosure Package and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the "NASD") (the "Directed Share Program"). Under no circumstances will the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated herein.
Directed Shares. It is understood that approximately [ ] Initial Units (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale upon the terms and conditions to be set forth in the Prospectus and in accordance with the rules and regulations of FINRA to directors, officers and employees of the Partnership Parties and their subsidiary and persons having business relationships with the Partnership Parties and their subsidiary who have heretofore delivered to Xxxxxxx Xxxxx & Associates, Inc. offers or indications of interest to purchase Initial Shares in form satisfactory to Xxxxxxx Xxxxx & Associates, Inc. (“Directed Share Participants”) and that any allocation of such Initial Units among such persons will be made in accordance with timely directions received by Xxxxxxx Xxxxx & Associates, Inc. from the Partnership (such program, the “Directed Share Program”); provided that under no circumstances will Xxxxxxx Xxxxx & Associates, Inc. or any Underwriter be liable to the Partnership Parties or to any such person for any action taken or omitted in good faith in connection with such Directed Share Program. It is further understood that any Directed Shares not affirmatively reconfirmed for purchase by any participant in the Directed Share Program by 9:30 a.m., New York City time, on the first business day following the date hereof or otherwise are not purchased by such persons will be offered by the Underwriters to the public upon the terms and conditions set forth in the Disclosure Package and Prospectus. The Partnership agrees to pay all fees and disbursements incurred by the Underwriters in connection with the Directed Share Program and any stamp duties or other taxes incurred by the Underwriters in connection with the Directed Share Program.
Directed Shares. It is understood that approximately 162,000 shares of the Initial Shares (“Directed Shares”) initially will be reserved by the Underwriters for offer and sale to trustees, employees, business associates and related persons (“Directed Share Participants”) upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “Directed Shares Program”). Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated will administer the Directed Share Program. Under no circumstances will the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated herein.
Directed Shares. The Company agrees that, in the event of a filing for an IPO, the Company shall require that the managing underwriter or underwriters of such IPO offer to the Investor the right to purchase or to direct to the investors affiliated with the Investor, up to five percent (5%) of the total number Ordinary Shares to be sold by the Company in the IPO (the “Directed Shares”). The Directed Shares shall be offered pursuant to the immediately preceding sentence, to the fullest extent practicable, on the same terms and at the same price at which they are being offered to the public, pursuant to the Company’s IPO registration statement, subject (i) to the other provisions of this Agreement and (ii) in all cases to the requirements of applicable federal, state or other securities laws (including but not limited to the Securities Act or the rules and regulations of any securities exchange (including but not limited to the New York Stock Exchange, the NASDAQ National Market, the Hong Kong Stock Exchange Main Board, the Hong Kong Stock Exchange GEM, or any other internationally recognized exchange that is approved by Company) on which the Company has listed or desires to list shares of Ordinary Share in connection with the IPO.
Directed Shares. Subject to its establishment, Executive shall be entitled to participate in the Company’s IPO directed share program in accordance with its terms and on substantially the same basis as other executive officers of the Company.
Directed Shares. In connection with the offer and sale of Directed Shares, the Company agrees, promptly upon written notice, to indemnify and hold harmless the Designated Underwriter from and against any and all losses, liabilities, claims, damages and expenses incurred by such Designated Underwriter (i) as a result of the failure of any Directed Share Purchaser, who makes an oral agreement, properly confirmed by the Underwriters, to purchase Directed Shares within twenty-four hours of establishing the public offer price, to pay for and accept delivery of the Directed Shares, and (ii) related to, arising out of, or in connection with the Directed Share Program, other than losses, claims, damages or liabilities (or expenses relating thereto) that, in the final nonappealable judgment of a court of competent jurisdiction, have resulted primarily from the bad faith or willful misconduct of the Designated Underwriter in connection with the Directed Share Program.
Directed Shares. The Company will use its reasonable best efforts to ensure that the Directed Shares will be restricted as required by FINRA or FINRA rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of this Agreement. The Underwriters will notify the Company in writing as to which persons, if any, will need to be so restricted. At the request of the Underwriters, the Company will direct the Transfer Agent to place a stop transfer restriction upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Directed Shares, the Company agrees to reimburse the Underwriters for any reasonable expenses (including, without limitation, reasonable legal expenses) they incur in connection with, or as a result of, such release. The Company will comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the Directed Shares are offered in connection with the Directed Share Program.
Directed Shares. (a) The Company agrees that, in the event of a filing for an initial public offering of the common stock of the Company ("Common Stock") on or after the date hereof (the "IPO"), the Company shall require that the managing underwriter or underwriters of such IPO offer to each of Crosslink and TCV the right to purchase or to direct to the investors affiliated with Crosslink and TCV, respectively, identified on Schedule I attached hereto (the "Investor Affiliates"), such number of shares of the aggregate numbers of shares of Common Stock to be sold in the IPO (excluding any shares sold pursuant to any overallotment or green shoe option) in an amount sufficient for Crosslink and TCV, respectively, to maintain its pro rata ownership in the Company on a fully diluted basis (including for purposes of such calculation securities held by the Investor Affiliates and assuming the conversion, exercise and exchange of all options, warrants, rights and other securities convertible into, or exercisable or exchangeable for, shares of Common Stock or reserved by the Company for issuance to directors, officers, employees or consultants), as in effect immediately prior to the IPO (the "Directed Shares"). The Directed Shares shall be offered pursuant to the immediately preceding sentence, to the fullest extent practicable, on the same terms and at the same price at which they are being offered to the public, pursuant to the Company's IPO registration statement, subject (i) to the other provisions of this Agreement and (ii) in all cases to the requirements of applicable federal, state or other securities laws (including but not limited to the Securities Act of 1933, as from time to time amended, and the rules and regulations from time to time promulgated thereunder (the "Securities Act")) or the rules and regulations of any securities exchange (including but not limited to the New York Stock Exchange) on which or any self-regulatory organization (including but not limited the National Association of Securities Dealers) with which the Company has listed or desires to list shares of Common Stock in connection with the IPO (collectively, "Securities Laws").
(b) In connection with the exercise of the rights provided to Crosslink and TCV pursuant to this Section 1, Crosslink and TCV, severally and not jointly, shall make, at its sole respective expense and in a timely manner, all reports, applications and other filings necessary to comply with all Securities Laws and other rules or...
Directed Shares. It is understood that approximately 100,000 of the Firm Shares (“Directed Shares”) initially will be reserved by the Underwriters for offer and sale to employees and persons having business relationships with the Company (“Directed Share Participants”) upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the NASD (the “Directed Share Program”). Under no circumstances will the Representative or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with such Directed Share Program. To the extent that any Directed Shares are not affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered to the public as part of the public offering contemplated herein.
