Directed Shares Clause Samples

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 [ ] 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 Share Program"). ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ 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. It is understood that approximately [__________] 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 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 has not offered, or caused the Underwriters to offer, any Directed Shares to any person with the intent to unlawfully influence (A) a customer or supplier of the Company or any of its Subsidiaries to alter the customer’s or supplier’s level or type of business with the Company or any of its Subsidiaries or (B) a trade journalist or publication to write or publish favorable information about the Company, any of its Subsidiaries or any of their respective products.

Directed Shares. It is understood that approximately [ ] Initial Shares (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 Company and its subsidiary and persons having business relationships with the Company and its subsidiary who have heretofore delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. offers or indications of interest to purchase Initial Shares in form satisfactory to ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. (“Directed Share Participants”) and that any allocation of such Initial Shares among such persons will be made in accordance with timely directions received by ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. from the Company (such program, the “Directed Share Program”); provided that under no circumstances will ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Associates, Inc. or any Underwriter be liable to the Company 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 Company 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. If an Initial Offering is undertaken, the Company will use its commercially reasonable efforts to cause the managing underwriter(s) of the Initial Offering to designate a number of shares equal to twenty percent (20%) of the Common Stock to be offered in the Initial Offering for sale to the Investors (other than Holdings) and the Holdings Investors in accordance with their respective Pro Rata Percentages. The shares designated by the underwriter(s) for sale under a directed shares program are referred to herein as “directed shares.” The directed shares shall include the shares of Common Stock that the Investors elect to purchase in the Initial Offering pursuant to Section 1.2(c) of the Purchase Agreement. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) of the Initial Offering determines that it is not advisable to designate twenty percent (20%) of the Common Stock to the Investors, that number of directed shares designated to the Investors shall be allocated first to satisfy certain Investors’ obligations pursuant to Section 1.2(c) of the Purchase Agreement. The Investors also acknowledge that notwithstanding the terms of this Agreement, the sale of any directed shares to any person pursuant to this Agreement will only be made in compliance with Rules 2110 and 2790 of the Financial Industry Regulatory Authority and National Association of Securities Dealers Conduct Rules and federal, state, and local laws, rules, and regulations. For purposes of this Section 2.3, (i) the term “Investor” includes for any Investor that is a venture capital fund, private equity fund, partnership or corporation, any Affiliates of such Investor, and an Investor shall be entitled to apportion the directed shares hereby granted it among itself and its Affiliates in such proportions as it deems appropriate and (ii) the term “Holdings Investor” includes for any Holdings Investor that is a venture capital fund, private equity fund, partnership or corporation, any Affiliates of such Holdings Investor, and a Holdings Investor shall be entitled to apportion the directed shares hereby granted it among itself and its Affiliates in such proportions as it deems appropriate.