Common use of Initial Securities Clause in Contracts

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”), the amount of the Initial Securities set forth opposite such Underwriters’ name in Schedule I hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.), Underwriting Agreement (1347 Property Insurance Holdings, Inc.)

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Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, which is equal to (i) the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus (ii) any additional aggregate principal amount number of Initial Securities which that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 3 contracts

Samples: Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc), Underwriting Agreement (Parkway Properties Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)3, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I hereto2 opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule 1 opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 3 contracts

Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Evercore in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Agenus Inc), MiNK Therapeutics, Inc.

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter, severally and not jointly, at the price per share set forth in Schedule A, the number of Initial Securities set forth in Schedule B opposite the name of the Company, and (ii) each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount number of the Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Purchase Agreement (Mitel Networks Corp), Purchase Agreement (Mitel Networks Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)B, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Citi in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companysuch Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its sole their discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (TORM PLC), Underwriting Agreement (Oaktree Capital Group Holdings GP, LLC)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 1.00 per share) (the “Purchase Price”), the amount of the Initial Securities set forth opposite such Underwriters’ name in Schedule I hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Sotherly Hotels Lp), Underwriting Agreement (Sotherly Hotels Lp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Avx Corp /De), Avx Corp /De

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative X.X. Xxxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (DigitalBridge Group, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 2 contracts

Samples: Purchase Agreement (Odyssey Healthcare Inc), Purchase Agreement (Odyssey Healthcare Inc)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Xxxxxxx Xxxxx, Xxxxxxx Xxxxx and Credit Suisse in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Rexnord Corp), Underwriting Agreement (Rexnord Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative X.X. Xxxxxx and ML in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 2 contracts

Samples: Underwriting Agreement (Fresh Market, Inc.), Underwriting Agreement (Fresh Market, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative ML and X.X. Xxxxxx in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Fresh Market, Inc.)

Initial Securities. 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 Underwriter, severally and not jointly, the Underwriters that number of Initial Securities set forth in Schedule B opposite the name of the Company and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofhereof bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (State National Bancshares, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”), the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (MeridianLink, Inc.)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 0.9375 per share) (the “Purchase Price”), the amount of the Initial Securities set forth opposite such Underwriters’ name in Schedule I hereto, plus any additional aggregate principal amount of Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Sotherly Hotels Lp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companysuch Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of such Selling Shareholder which the number of Initial Securities set forth in Schedule B opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Lead Representatives in its sole their discretion shall make make, to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Endurance Specialty Holdings LTD)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (MF Global Ltd.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Initial Securities. 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 Underwriterand the Sponsor Shareholders, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the CompanyCompany and each such Sponsor Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)25.22, the amount that proportion of the Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company or such Sponsor Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (CLARIVATE PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Partnership agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanyPartnership, at the price of $______ per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the "Purchase Price"), the amount that proportion of the number of Initial Securities set forth in Exhibit B opposite the name of the Partnership, which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriters’ name in Schedule I heretoUnderwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subjectbears to the total number of Initial Securities, subject in each case, case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional sharesSecurities. The price at which the Securities shall initially be offered to the public is $_____ per share.

Appears in 1 contract

Samples: Legacy Reserves L P

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Forward Seller (with respect to the Borrowed Initial Securities) and the Company agrees (with respect to sell any Company Top-Up Initial Securities) agree to each Underwritersell, and the Underwriters agree to purchase, severally and not jointly, and in each Underwriter, severally and not jointly, agrees to purchase from the Company, case at the purchase price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A hereto, the amount respective number of the Initial Securities set forth in Schedule A hereto opposite such Underwriters’ name in Schedule I heretoUnderwriter’s name, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Umb Financial Corp)

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Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Mxxxxxx Lxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Townsquare Media, LLC)

Initial Securities. 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 UnderwriterSelling Shareholders, severally and not jointly, agree to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)25.25, the amount that proportion of the Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: CLARIVATE PLC

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share equal to $________ (being an amount equal to the initial public offering price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (B less underwriter’s discounts and commissions of $0.895 ________ per share) (the “Purchase Price”), the amount that proportion of the total number of Initial Securities which the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Darwin Professional Underwriters Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Utstarcom Inc)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share ADS as set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) A (the “Purchase Price”), the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharesADSs.

Appears in 1 contract

Samples: Underwriting Agreement (Hutchison China MediTech LTD)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the 15 such Selling Shareholder, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Xxxxxxx Xxxxx in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Purchase Agreement (Penske Automotive Group, Inc.)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Millicom International Cellular Sa)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Clarivate Analytics PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Emerald Expositions Events, Inc.)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Company, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Purchase Agreement (Nasdaq Stock Market Inc)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Shareholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Employment Agreement (Lincoln Educational Services Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company each Selling Stockholder, acting severally and not jointly, agrees to sell to each Underwriterthe Underwriters, severally and not jointly, that number of Initial Securities set forth in Schedule A and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions A, that number of $0.895 per share) (the “Purchase Price”), the amount of the Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments among the Underwriters as the Representative Deutsche Bank in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (WhiteHorse Finance, Inc.)

Initial Securities. 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 Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)C, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoA opposite the name of the Company, as the case may be, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its sole discretion shall make to eliminate any sales or purchases of fractional sharessecurities.

Appears in 1 contract

Samples: Underwriting Agreement (Fidelity Southern Corp)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (OneMain Holdings, Inc.)

Initial Securities. 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 UnderwriterSelling Shareholder, severally and not jointly, agrees to sell to each Underwriter and each Underwriter, severally and not jointly, agrees to purchase from the Companyeach Selling Shareholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of such Selling Shareholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section ‎Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative Representatives in its their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Clarivate Analytics PLC)

Initial Securities. On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company Selling Stockholder agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the CompanySelling Stockholder, at the price per share set forth opposite the caption “Public Offering Price” on the Issuer Use Free Writing Prospectus attached hereto as in Schedule III (less underwriter’s discounts and commissions of $0.895 per share) (the “Purchase Price”)A, the amount that proportion of the number of Initial Securities set forth opposite such Underwriters’ name in Schedule I heretoB opposite the name of the Selling Stockholder, which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus any additional aggregate principal amount number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject, in each case, to such adjustments among the Underwriters as the Representative BofA in its sole discretion shall make to eliminate any sales or purchases of fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (BrightSpire Capital, Inc.)

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