Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees: (a) That the Shares to be sold by the Selling Shareholder hereunder, which are represented by the certificates held in custody for the Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event. (b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Shares; (c) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).
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Samples: Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD)
Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees:
(a) That the Shares to be sold by the Selling Shareholder hereunder, which are represented by the certificates held in custody for the Selling Shareholder, are subject to the interests of the Underwriters and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event.;
(b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Shares;; and
(c) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).
Appears in 4 contracts
Samples: Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD)
Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees:
(a) That the Shares to be sold by the Selling Shareholder hereunder, which are represented by the certificates held in custody for the Selling Shareholder, are subject to the interests of the Underwriters Underwriter and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder or, in the case of a trust, by death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event.;
(b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the UnderwritersUnderwriter) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Shares;; and
(c) To deliver to the Representatives Underwriter prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person).
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Further Agreements of the Selling Shareholders. Each Selling Shareholder agrees:
(a) That the Shares to be sold by the Selling Shareholder hereunderunder this Agreement and the International Underwriting Agreement, which are represented and the Warrants (in the case of Selling Shareholders other than Cromwilld) or the Shares (in the case of Cromwilld) that have been placed in custody by the certificates held in custody for Selling Shareholder with the Selling ShareholderCustodian, are subject to the interests interest of the Underwriters U.S. Underwriters, the International Managers and the other Selling Shareholders thereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocableirrevocable (except as otherwise explicitly provided in the Power of Attorney and Custody Agreement), and that the obligations of the Selling Shareholder hereunder under each this Agreement and the International Underwriting Agreement shall not be terminated by any act of the Selling Shareholder, by operation of law, by the death or incapacity of any individual Selling Shareholder law or, in the case of a trust, by the death or incapacity of any executor or trustee or the termination of such trust, or the occurrence of any other event.
(b) Neither the Selling Shareholder nor any person acting on behalf of the Selling Shareholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any “free writing prospectus” (as defined in Rule 405), relating to the Shares;
(c) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the Selling Shareholder is a non-United States person) or Form W-9 (if the Selling Shareholder is a United States person.).
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Samples: u.s. Underwriting Agreement (Versatel Telecom International N V)