Firm Adss. Subject to the terms and conditions herein set forth and set forth in Section 7 of this Agreement, (i) the Selling Shareholders severally and not jointly agree to sell to each of the Underwriters the number of Firm ADSs set forth opposite the name of each of the Selling Shareholders, respectively, in Schedule I hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Selling Shareholders, at a purchase price per ADS of US$ [ ] the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule II hereto and (ii) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional ADSs as provided below, the Selling Shareholders as set forth in Schedule I hereto agree, severally and not jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from such Selling Shareholders, at the purchase price per ADS set forth in this subsection (a), that portion of the number of Optional ADSs as to which such election shall have been exercised (to be adjusted by the Representatives so as to eliminate fractional shares) determined by multiplying such number of Optional ADSs by a fraction, the numerator of which is the maximum number of Optional ADSs which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule II hereto and the denominator of which is the maximum number of Optional ADSs that all of the Underwriters are entitled to purchase hereunder.
Firm Adss. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell [•] Firm ADSs to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm ADSs shall be $[•] per share. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm ADSs (to be adjusted by the Representative to avoid fractional ADSs) which represents the same proportion of the number of Firm ADSs to be sold by the Company pursuant to this Agreement as the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm ADSs to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (d) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm ADSs specified in Schedule I.
Firm Adss. The Company hereby agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions herein stated, agrees, severally and not jointly, to purchase from the Company at U.S.$[•] per Firm ADS (the “Purchase Price”) the respective number of Firm ADSs (subject to such adjustments to eliminate fractional ADSs as the Global Coordinators and Joint Bookrunners may determine) set forth in Schedule I hereto opposite the name of such Underwriter.
Firm Adss. The Underwriters may, in their discretion, require that ADSs be delivered in lieu of Offered Shares in the case of Stock to be delivered for the respective accounts of Punk Xxxxxx and Stanford Group Company. The Company will deliver the Firm ADSs to the Representative for the respective accounts of those Underwriters, through the facilities of The Depositary Trust Company or, at the election of the Representative, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representative may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the First Closing Date (as defined below) against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to Punk Xxxxxx, payable to the order of the Company, all at the offices of Xxxxxxxxx Traurig LLP. The Firm Shares underlying the Firm ADSs also shall be deposited at the offices of the Depositary. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the deposit, delivery and closing shall be at 10:00 A.M., New York time, on [•], 2007, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “First Closing Date”. The First Closing Date and the location of delivery of, and the form of payment for, the Firm Shares and Firm ADSs may be varied by agreement between the Company and Punk Xxxxxx. The Company, in the event the Representative elects to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make certificates for the Firm ADSs (and the Firm Shares underlying the Firm ADSs) available to the Representative for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York time, on the business day prior to the First Closing Date.
Firm Adss. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company and the Selling Shareholders, severally and not jointly, agree to sell to each International Underwriter, severally and not jointly, in the respective amounts set forth in Schedule B opposite the name of the Company or such Selling Shareholder, as the case may be, and each International Underwriter, severally and not jointly, agrees to purchase from the Company and the Selling Shareholders, at the price per ADS set forth in Schedule C, that proportion of the number of Firm ADSs set forth in Schedule A opposite the name of such International Underwriter, plus any additional number of Firm ADSs which such International Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the International Underwriters as the International Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.
Firm Adss. Upon the terms and subject to the conditions of this Agreement, Seller agrees to sell, and GRIT agrees to cause Seller to sell, to Purchaser, and Purchaser agrees to purchase and acquire from Seller, the number of ADSs (the "Firm ADSs") equal to the product of ____________ (the "Firm ADS Base Amount") and the Exchange Ratio.
Firm Adss. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to each International Underwriter, severally and not jointly, in the respective amounts set forth in Schedule A opposite the name of the each International Underwriter and each International Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per Firm ADS set forth in Schedule B, that number of Firm ADSs set forth in Schedule A opposite the name of such International Underwriter, plus any additional number of Firm ADSs which such International Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the International Underwriters as the International Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional securities.
Firm Adss. Subject to the terms and conditions herein stated, the Company hereby agrees to sell to the several Underwriters, severally and not jointly, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the terms and conditions herein stated, agrees, severally and not jointly, to purchase from the Company at U.S.$[●] per Firm ADS (the “Purchase Price”) the respective number of Firm ADSs (subject to such adjustments to eliminate fractional ADSs as the Underwriters may determine) set forth in Schedule I hereto opposite the name of such Underwriter.
Firm Adss. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell the Firm ADSs to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the number of Firm ADSs set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm ADS shall be $[●] per ADS. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (d) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm ADSs specified in Schedule I.
Firm Adss
