Common use of Introductory Clause in Contracts

Introductory. Pieris Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Pieris Pharmaceuticals, Inc.)

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Introductory. Pieris Pharmaceuticals, Inc.WAVE Life Sciences Ltd. (Company Registration Number: 201218209G), a Nevada corporation company incorporated under the laws of the Republic of Singapore (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 5,500,000 shares 4,166,667 of its common stockordinary shares, no par value $0.001 per share (the “Shares”). The 5,500,000 4,166,667 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 625,000 Shares as provided in Section 2. The additional 825,000 625,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”)Xxxxxxxxx LLC, Xxxxx and Company, Leerink Partners LLC and Evercore Group, L.L.C. Mizuho Securities USA LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844215428, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Rule

Appears in 1 contract

Samples: Underwriting Agreement (Wave Life Sciences Ltd.)

Introductory. Pieris Pharmaceuticals, Inc.Caribou Holding Company Limited, a Nevada corporation Cayman Island company (the “CompanySelling Shareholder”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 5,000,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”) of Caribou Coffee Company Inc., a Minnesota corporation (the “Company”). The 5,500,000 5,000,000 Shares to be sold by the Company Selling Shareholder are called the “Firm Shares.” In addition, the Company Selling Shareholder has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 750,000 Shares, all as provided in Section 2. The additional 825,000 750,000 Shares to be sold by the Company Selling Shareholder pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC & Company, Inc. (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives Representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844170634), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 462(b)173 under the Securities Act, is called the “Prospectus.” The preliminary prospectus supplement dated December 6, 2010 describing the Offered Shares and the offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus supplement to the Base Prospectus that describes the Offered

Appears in 1 contract

Samples: Underwriting Agreement (Caribou Coffee Company, Inc.)

Introductory. Pieris Pharmaceuticals, AmeriVest Properties Inc., a Nevada Maryland corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 2,000,000 shares (the "Firm Common Shares") of its common stock, par value $0.001 .001 per share (the “Shares”"Common Stock"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 300,000 shares (the "Optional Common Shares") of Common Stock, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies LLC (“Jefferies”)" Xxxxxx, Xxxxx and CompanyXxxxx, LLC and Evercore Group, L.L.C. have Incorporated ("FBW") has agreed to act as representatives representative of the several Underwriters (in such capacity, the “Representatives”"Representative") in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, SB-2 (File No. 333-21184463934), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the "Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Amerivest Properties Inc)

Introductory. Pieris PharmaceuticalsSesen Bio, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 20,410,000 shares (the “Shares”) of its common stock, par value $0.001 per share (the “Common Stock”) and warrants to purchase 20,410,000 shares of Common Stock (the “Warrants,” and together with the Shares, the “Securities)) on the terms and conditions set forth in the Warrant. The 5,500,000 Shares shares of Common Stock underlying the Warrants are referred to be sold by the Company are called herein as the “Firm Warrant Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Canaccord Genuity LLC (“JefferiesCanaccord), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities. To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844223750, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered SharesSecurities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Securities is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 18,

Appears in 1 contract

Samples: Underwriting Agreement (Sesen Bio, Inc.)

Introductory. Pieris PharmaceuticalsCodex DNA, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [l] shares of its common stock, par value $0.001 0.0001 per share (the “Shares”). The 5,500,000 [l] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [l] Shares as provided in Section 2. The additional 825,000 [l] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), ) and Xxxxx and Company, LLC and Evercore Group, L.L.C. (“Cowen”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844, including 256644 which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The Company has prepared and filed, in accordance with Section 12 of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), a registration statement (as amended, the “Exchange Act Registration Statement”) on Form 8-A (File No. 001-[l]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the Shares. The prospectus, in the form first used by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Codex DNA, Inc.)

Introductory. Pieris PharmaceuticalsApex PC Solutions, Inc., a Nevada Washington corporation (the "Company"), proposes to issue and sell 1,000,000 shares of its authorized but unissued Common Stock (the "Common Stock") to the several underwriters named in Schedule SCHEDULE A annexed hereto (the "Underwriters"). In addition, certain shareholders of the Company named in SCHEDULE B annexed hereto (the "Selling Shareholders") propose to sell an aggregate of 5,500,000 2,000,000 shares of its common stock, par value $0.001 per share (Common Stock to the “Shares”)Underwriters. The 5,500,000 Shares Said 1,000,000 shares to be sold and issued by the Company and 2,000,000 shares to be sold by the Company Selling Shareholders are herein called the "Firm Common Shares." In addition, the Company has granted certain Selling Shareholders propose to grant to the Underwriters an option to purchase up to an 450,000 additional 825,000 Shares shares of Common Stock (the "Optional Common Shares"), as provided in Section 25 hereof. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are hereinafter collectively called referred to as the “Offered "Common Shares.” Jefferies LLC (“Jefferies”), Xxxxx " You have advised the Company and Company, LLC and Evercore Group, L.L.C. have agreed the Selling Shareholders that the Underwriters propose to act as representatives make a public offering of their respective portions of the several Underwriters (in such capacity, Common Shares on the “Representatives”) in connection with the offering and sale effective date of the Offered Shares. To the extent there are no additional underwriters listed on Schedule Aregistration statement hereinafter referred to, the term “Representatives” or as used herein shall mean you, soon thereafter as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresin your judgment is advisable. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale each of the Offered Shares. Such registration statement, as amended, including Selling Shareholders hereby confirm their respective agreements with respect to the financial statements, exhibits and schedules thereto, in purchase of the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed Common Shares by the Company pursuant to Rule 462(b)Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Apex Pc Solutions Inc)

Introductory. Pieris PharmaceuticalsPrologis, Inc.L.P., a Nevada corporation Delaware limited partnership (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an ,” which term shall also include any underwriter substituted as hereinafter provided in Section 10 hereof), acting severally and not jointly, the respective amounts set forth in Schedule A hereto of $750,000,000 aggregate principal amount of 5,500,000 shares of its common stock, par value $0.001 per share the Issuer’s 4.750% Notes due 2033 (the “Shares2033 Notes”) and $450,000,000 aggregate principal amount of the Issuer’s 5.250% Notes due 2053 (the “2053 Notes” and, together with the 2033 Notes, the “Securities”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In additionBofA Securities, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares andInc., if PNC Capital Markets LLC, Scotia Capital (USA) Inc. and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and CompanyWxxxx Fargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresSecurities. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3will be issued pursuant to an indenture, File No. 333-211844dated as of June 8, including a base prospectus 2011 (the “Base ProspectusIndenture) to be used in connection ), among the Issuer, Prologis, Inc., a Maryland corporation and the parent company of the Issuer (“Prologis”), and U.S. Bank National Association, as trustee (the “Trustee”), as supplemented by the fifth supplemental indenture, dated as of August 15, 2013 (the “Fifth Supplemental Indenture” and together with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectivelyBase Indenture, the “Securities ActIndenture”), including all documents incorporated providing for the issuance of debt securities in one or deemed to more series. The Securities will be incorporated by reference therein issued in book-entry form and any information deemed to be a part thereof at registered in the time name of effectiveness Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to Rule 430B under a Letter of Representations, dated as of June 3, 2011, between the Securities Act, is called Issuer and the Depositary (the “Registration StatementDTC Agreement”).” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Prologis, L.P.)

Introductory. Pieris Pharmaceuticals, Inc.The shareholders of iGATE Corporation, a Nevada Pennsylvania corporation (the “Company”), proposes named in Schedule A (collectively, the “Selling Stockholders”), severally propose to issue and sell to the several underwriters named in Schedule A B (the “Underwriters”) an aggregate of 5,500,000 4,000,000 shares of its the Company’s common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 4,000,000 Shares to be sold by the Company Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 825,000 Shares 598,756 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule A, all as provided in Section 2. The additional 825,000 598,756 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844162606), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters

Appears in 1 contract

Samples: Underwriting Agreement (Igate Corp)

Introductory. Pieris PharmaceuticalsChesapeake Energy Corporation, Inc., a Nevada an Oklahoma corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) 20,000,000 shares (“Firm Securities”) of its Common Stock (“Securities”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of 5,500,000 not more than 3,000,000 additional shares (“Optional Securities”) of its common stock, par value $0.001 per share (the “Shares”)Securities as set forth below. The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if Securities and to the extent such option is exercised, the Optional Shares Securities are herein collectively called the “Offered Shares.” Jefferies LLC (“JefferiesSecurities), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale provisions of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated (the “Rules and Regulations”) thereunder (collectively, the “Securities Act”), with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (No. 333-130196) under the Act (the “registration statement”). Amendments to such registration statement, if necessary or appropriate, have been similarly prepared and filed with the Commission in accordance with the Act. Such registration statement, as so amended, has become automatically effective under the Act upon filing with the Commission. Except where the context otherwise requires, “Registration Statement,” as used herein, means the registration statement, as amended at the time of such registration statement’s effectiveness for purposes of Section 11 of the Act, as such section applies to the respective Underwriters (the “Effective Time”), including (i) all documents filed as a part thereof or incorporated or deemed to be incorporated by reference therein and (ii) any information deemed contained or incorporated by reference in a prospectus filed with the Commission pursuant to be a part thereof at Rule 424(b) under the time of effectiveness Act, to the extent such information is deemed, pursuant to Rule 430B or Rule 430C under the Securities Act, is called to be part of the “Registration Statement.” Any registration statement at the Effective Time. The Company has furnished to the Underwriters, for use by the Underwriters and by dealers in connection with the offering of the Offered Securities, copies of one or more “preliminary prospectus supplements” relating to the Offered Securities. Except where the context otherwise requires, “Pre-Pricing Prospectus,” as used herein, means each such preliminary prospectus supplement relating to the Offered Securities, in the form so furnished, including any basic prospectus (whether or not in preliminary form) furnished by the Company to the Underwriters and attached to or used with such preliminary prospectus supplement. Except where the context otherwise requires, “Basic Prospectus,” as used herein, means any basic prospectus furnished by the Company to the Underwriters in connection with the offering of the Offered Securities and attached to or used with the Prospectus Supplement (as defined below). Except where the context otherwise requires, “Prospectus Supplement,” as used herein, means the final prospectus supplement relating to the Offered Securities, filed by the Company with the Commission pursuant to Rule 462(b424(b) under the Act on or before the second business day after the date hereof (or such earlier time as may be required under the Act), in the form furnished by the Company to the Underwriters for use by the Underwriters and by dealers in connection with the offering of the Offered Securities. Except where the context otherwise requires, “Prospectus,” as used herein, means the Prospectus Supplement together with the Basic Prospectus attached to or used with the Prospectus Supplement.

Appears in 1 contract

Samples: Underwriting Agreement (Chesapeake Energy Corp)

Introductory. Pieris PharmaceuticalsCertain stockholders of Chuy’s Holdings, Inc., a Nevada Delaware corporation (the “Company”), proposes named in Schedule A-1 and Schedule A-2 (collectively with the stockholders named in Schedule A-3, the “Selling Stockholders”) severally propose to issue and sell to the several underwriters named in Schedule A B (the “Underwriters”) an aggregate of 5,500,000 3,000,000 shares of its common stock, par value $0.001 0.01 per share share, of the Company (the “Shares”). The 5,500,000 3,000,000 Shares to be sold by the Company Selling Stockholders are called the “Firm Shares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 825,000 Shares 450,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule X-0, Xxxxxxxx X-0 and Schedule A-3 as provided in Section 2. The additional 825,000 450,000 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), ) and Xxxxxx X. Xxxxx and Company, LLC and Evercore Group, L.L.C. & Co. Incorporated (“Baird”) have agreed to act as representatives Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (File No. 333-211844187779), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)to

Appears in 1 contract

Samples: Underwriting Agreement (Chuy's Holdings, Inc.)

Introductory. Pieris Pharmaceuticals, AmeriVest Properties Inc., a Nevada Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares (the “Firm Common Shares”) of its common stock, par value $0.001 .001 per share (the “SharesCommon Stock”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares shares (the “Optional Common Shares”) of Common Stock, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered Common Shares.” Jefferies LLC Fxxxxx, Bxxxx Wxxxx, Incorporated (“JefferiesFBW), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, SB-2 (File No. 333-21184486676), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Amerivest Properties Inc)

Introductory. Pieris Pharmaceuticals, Inc.The stockholders of Gulfport Energy Corporation, a Nevada Delaware corporation (the “Company”), proposes named in Schedule B (collectively, the “Selling Stockholders”) severally propose to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 6,050,000 shares (the “Firm Shares”) of its common stock, par value $0.001 .01 per share (the “Shares”), of the Company. The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 907,500 Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxx Xxxx & Company, L.L.C. (“JefferiesJRCO), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844133109), including a base prospectus (the “Base Prospectus”) and amendments thereto, and related preliminary prospectuses to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the prospectus, financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” Any preliminary prospectus included in the Registration Statement or filed with the Commission pursuant to Rule 424 under the Securities Act is called a “preliminary prospectus.” As used herein, “free writing

Appears in 1 contract

Samples: Underwriting Agreement (Gulfport Energy Corp)

Introductory. Pieris PharmaceuticalsInverness Medical Innovations, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 11,834,302 shares of its common stock, par value $0.001 .001 per share (the “Shares”). ; and the stockholders of the Company named in Schedule B (collectively, the "Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 165,698 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B. The 5,500,000 11,834,302 Shares to be sold by the Company and the 165,698 Shares to be sold by the Selling Stockholders are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 21,800,000 Shares. The additional 825,000 1,800,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies UBS Securities LLC (“UBS”), Jxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxx Mxxxxxx Lxxxx & Co. and CompanyMerrill, LLC and Evercore GroupLynch, L.L.C. Pxxxxx, Xxxxxx & Sxxxx, Incorporated (“Mxxxxxx Lxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844138919), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Act or the

Appears in 1 contract

Samples: Underwriting Agreement (Inverness Medical Innovations Inc)

Introductory. Pieris PharmaceuticalsCertain stockholders of Chuy’s Holdings, Inc., a Nevada Delaware corporation (the “Company”), proposes named in Schedule X-0, Xxxxxxxx X-0 and Schedule A-3 (collectively, the “Selling Stockholders”) severally propose to issue and sell to the several underwriters named in Schedule A B (the “Underwriters”) an aggregate of 5,500,000 4,500,000 shares of its common stock, par value $0.001 0.01 per share share, of the Company (the “Shares”). The 5,500,000 4,500,000 Shares to be sold by the Company Selling Stockholders are called the “Firm Shares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 825,000 Shares 675,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule X-0, Xxxxxxxx X-0 and Schedule A-3, as provided in Section 2. The additional 825,000 675,000 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC & Company, Inc. (“Jefferies”), ) and Xxxxxx X. Xxxxx and Company, LLC and Evercore Group, L.L.C. & Co. Incorporated (“Baird”) have agreed to act as representatives Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-1 (File No. 333-211844186008), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Registration

Appears in 1 contract

Samples: Underwriting Agreement (Chuy's Holdings, Inc.)

Introductory. Pieris PharmaceuticalsThe stockholders of Red Xxxxx Gourmet Burgers, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (collectively, the “UnderwritersSelling Stockholders”) severally propose to sell to Wachovia Capital Markets, LLC (the “Underwriter”) an aggregate of 5,500,000 1,937,543 shares of its common stockCommon Stock, par value $0.001 .001 per share (the “SharesCommon Stock”), of the Company. The 5,500,000 Shares 1,937,543 shares of Common Stock to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option Selling Stockholders are collectively called the “Optional Common Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844115707), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares, and has filed with, or shall promptly hereafter file with, the Commission a final prospectus supplement (the “Prospectus Supplement”) relating to the Common Shares pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”). As used herein, the term “Securities Act” shall mean to include the rules and regulations thereunder. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and as well as any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” ”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. As used herein, the term “Prospectus” means the Base Prospectus and the Prospectus Supplement (as well as any preliminary prospectus supplement). All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company and each of the Selling Stockholders hereby confirm their respective agreements with the Underwriter as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc)

Introductory. Pieris Pharmaceuticals, Global Signal Inc., a Nevada Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 5,575,000 shares (the "Firm Common Shares") of its common stockCommon Stock, par value $0.001 0.01 per share (the “Shares”"Common Stock"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 575,000 shares (the "Optional Common Shares") of Common Stock, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies ". Xxxxxx Xxxxxxx & Co. Incorporated, and Banc of America Securities LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-11 (File No. 333-211844121576), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form

Appears in 1 contract

Samples: Global Signal Inc

Introductory. Pieris Pharmaceuticals, Inc.National Storage Affiliates Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 4,500,000 common shares of its common stockbeneficial interest, par value $0.001 0.01 per share (the “Shares”)) of the Company. The 5,500,000 4,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 675,000 Shares as provided in Section 2. The additional 825,000 675,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx ) and Company, Xxxxxx Xxxxxxx & Co. LLC and Evercore Group, L.L.C. (“Xxxxxx Xxxxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S‑3, File No. 333-211844333‑211570, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)to

Appears in 1 contract

Samples: Underwriting Agreement (National Storage Affiliates Trust)

Introductory. Pieris PharmaceuticalsSizeler Property Investors, Inc., a Nevada Maryland ------------ corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 3,000,000 ---------- shares (the "Firm Common Shares") of its common stock, par value $0.001 .0001 per share (the “Shares”"Common Stock"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 450,000 shares (the "Optional Common Shares") of Common Stock, as provided in Section 23. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies LLC " Xxxxxx, Xxxxx Xxxxx, Incorporated (“Jefferies”"FBW"), Xxxxx J.J.B. Xxxxxxxx, X.X. Xxxxx, Inc. ("Xxxxxxxx Xxxxx"), Advest, Inc. ("Advest") and CompanySterne, LLC and Evercore GroupAgee & Xxxxx, L.L.C. Inc. ("Sterne Agee") have agreed to act as representatives the Underwriters, and FBW has agreed to act as the representative of the several Underwriters (in such capacity, the “Representatives”) "Representative"), in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission”) "), a shelf registration statement on Form S-3, File S-3 (No. 333-21184472210), including a form of base prospectus (the "Base Prospectus") to be used in connection and a preliminary prospectus supplement (the "Preliminary Prospectus Supplement" and, together with the public offering and sale of Base Prospectus, the Offered "Preliminary Prospectus"), relating to the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amendedamended (the "Securities Act"), and the rules and regulations promulgated thereunder (collectivelythe "Securities Act Regulations"). The Company has prepared and filed such amendments thereto, if any, and such amended preliminary prospectuses and supplements, if any, as may have been required to the “Securities Act”)date hereof, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)will file such additional amendments thereto and such amended prospectuses and

Appears in 1 contract

Samples: Underwriting Agreement (Sizeler Property Investors Inc)

Introductory. Pieris Aegerion Pharmaceuticals, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 3,400,000 shares of its common stock, par value $0.001 per share (the “SharesCommon Stock”). The 5,500,000 Shares 3,400,000 shares of Common Stock to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 510,000 shares of Common Stock, as provided in Section 2. The additional 825,000 Shares 510,000 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxx ) and Company, X.X. Xxxxxx Securities LLC and Evercore Group, L.L.C. (“JPMorgan”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844177967), including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Rule

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.ProLogis, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) ), acting severally and not jointly, an aggregate of 5,500,000 4,400,000 shares (“the Firm Shares”) of its common stock6 3/4% Series G Cumulative Redeemable Preferred Shares of Beneficial Interest, par value $0.001 0.01 per share share, Liquidation Preference $25.00 Per Share, of the Company (the “Preferred Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 660,000 shares (the “Optional Shares”) of Preferred Shares, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”)Citigroup Global Markets Inc., Xxxxx Mxxxxx Sxxxxxx & Co. Incorporated and CompanyWachovia Capital Markets, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement statements on Form S-3, S-3 (File NoNos. 333-211844105717 and 333-79813) for the registration of preferred shares of beneficial interest, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale par value $0.01 per share, of the Offered Shares. Such registration statement, as amended, Company (including the financial statements, exhibits Shares) and schedules thereto, in other securities of the form in which it became effective Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), and the offering thereof from time to time in accordance with Rule 415 of the Securities Act. Such registration statements have been declared effective by the Commission and the Company has filed such post-effective amendments thereto as may be required prior to the execution of this Agreement and each such post-effective amendment has been declared effective by the Commission. Such registration statements, as so amended, if applicable, including the exhibits and schedules thereto and including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under Item 12 of Form S-3, prior to the Securities Actexecution of this Agreement, is are called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus and the final prospectus supplement relating to the offering of the Shares, in the form first furnished to the Underwriters by the Company for use in connection with the offering of the Shares, including all documents incorporated by reference therein pursuant to Item 12 of Form S-3 prior to the execution of this Agreement, are collectively called the “Prospectus.” A “preliminary prospectus” shall be deemed to refer to any prospectus used before the Registration Statement became effective and any prospectus that omitted information to be included upon pricing in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Securities Act and was used after such effectiveness and prior to the execution and delivery of this Agreement. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus or a preliminary prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” (and all other references of like import) in the Registration Statement, the Prospectus or a preliminary prospectus shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or a preliminary prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, the Prospectus or a preliminary prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”) which is or is deemed to be incorporated by reference in the Registration Statement, the Prospectus or a preliminary prospectus, as the case may be. The Company hereby confirms its engagement of Bear, Sxxxxxx & Co. Inc. (“Bear Sxxxxxx”) as, and Bear Sxxxxxx hereby confirms its agreement with the Company to render services as, a “qualified independent underwriter,” within the meaning of Section (b)(15) of Rule 2720 of the National Association of Securities Dealers, Inc. (the “NASD”) with respect to the offering and sale of the Shares. The annual distribution rate on the Shares shall not be lower than that recommended by the Bear Sxxxxxx. The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Introductory. Pieris PharmaceuticalsCodiak BioSciences, Inc., a Nevada Delaware corporation (the “Company”), proposes proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 (i) 13,333,333 shares of its common stock, par value $0.001 0.0001 per share (the “Shares”) and (ii) warrants to purchase up to 13,333,333 Shares in the form set forth in Exhibit F hereto (the “Warrants”). The 5,500,000 Shares underlying the Warrants are herein called the “Warrant Shares.” The 13,333,333 Shares to be sold by the Company are called the “Firm Shares,” and the 13,333,333 Warrants to be sold by the Company are called the “Firm Warrants.” In addition, the Company has granted to the Underwriters an option to purchase up to (i) an additional 825,000 1,999,999 Shares (the “Optional Shares”) and (ii) an additional 1,999,999 Warrants (the “Optional Warrants”) as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and Firm Warrants and, if and to the extent such option is exercised, the Optional Shares and Optional Warrants, including the Warrant Shares, are collectively called the “Offered Shares.” Jefferies Each Firm Share and, if and to the extent such option is exercised, each Optional Share is being sold together with one Warrant to purchase one Share at an exercise price of $1.875 per whole Share. Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844333- 260781, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule

Appears in 1 contract

Samples: Underwriting Agreement (Codiak BioSciences, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.First Potomac Realty Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 4,000,000 of its common stock7.750% Series A Cumulative Redeemable Perpetual Preferred Shares (the “Firm Shares”) of beneficial interest, par value $0.001 .001 per share (the “Preferred Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 600,000 Preferred Shares (the “Option Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered Shares.” Jefferies Xxxxx Fargo Securities, LLC (“JefferiesXxxxx Fargo), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To The Company is the extent there are no additional underwriters listed on Schedule Asole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the term Representatives” as used herein shall mean youOperating Partnership”), as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, that serves as the context requiresCompany’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3), File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares (the “Base Prospectus”). Such registration statement, herein referred to as the “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated by reference therein. The form of final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and first used by the Underwriters to confirm sales of the Shares is herein referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any information deemed to be a part thereof at supplements or amendments thereto, filed with the time Commission after the date of effectiveness pursuant to filing of the Prospectus under Rule 430B 424(b) under the Securities Act, is called and prior to the “Registration Statement.” Any registration statement filed termination of the offering of the Shares by the Underwriters. Each of the Company pursuant to Rule 462(b)and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Note Purchase Agreement (First Potomac Realty Trust)

Introductory. Pieris PharmaceuticalsFive Prime Therapeutics, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 3,410,000 shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 3,410,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 511,500 Shares as provided in Section 2. The additional 825,000 511,500 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Citigroup Global Markets Inc., Leerink Partners LLC (“Jefferies”), and Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used Citigroup Global Markets Inc. and Leerink Partners LLC shall be referred to herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. “Lead Representatives.” The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844200067, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such

Appears in 1 contract

Samples: Underwriting Agreement (Five Prime Therapeutics Inc)

Introductory. Pieris Pharmaceuticals, Inc.LGL Systems Acquisition Corp., a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 12,500,000 units of its common stock, par value $0.001 per share the Company (the “SharesPublic Units”). The 5,500,000 Shares 12,500,000 Public Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 1,875,000 Public Units as provided in Section 2. The additional 825,000 Shares 1,875,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the IPO Prospectus (unless the Representative informs the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a shelf registration statement Current Report on Form S-38-K that includes such audited balance sheet, File Noand (c) the Company having issued a press release announcing when such separate trading will begin. 333-211844Each whole Public Warrant entitles its holder, including a base prospectus upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the “Base Prospectus”) to be used in connection with the public offering and sale date of the Offered Sharesclosing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. Such registration statementAs used herein, the term “Business Combination” (as amended, including the financial statements, exhibits and schedules thereto, described more fully in the form in which it became effective under the Securities Act of 1933Registration Statement (as defined below)) shall mean a merger, as amendedcapital stock exchange, and the rules and regulations promulgated thereunder (collectivelyasset acquisition, the “Securities Act”)stock purchase, including all documents incorporated reorganization or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statementsimilar business combination with one or more businesses or entities.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (LGL Systems Acquisition Corp.)

Introductory. Pieris PharmaceuticalsFive Prime Therapeutics, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [ ] shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 [ ] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [ ] Shares as provided in Section 2. The additional 825,000 [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”)Xxxxxxxxx LLC, BMO Capital Markets Corp., and Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844193491, including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration

Appears in 1 contract

Samples: Underwriting Agreement (Five Prime Therapeutics Inc)

Introductory. Pieris Pharmaceuticals, Inc.The shareholders of iGATE Corporation, a Nevada Pennsylvania corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (collectively, the “UnderwritersSelling Stockholders) ), severally propose to sell to Xxxxxxxxx & Company, Inc. (the “Underwriter”), an aggregate of 5,500,000 1,500,000 shares of its the Company’s common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 1,500,000 Shares to be sold by the Company Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters Underwriter an option to purchase up to an additional 825,000 Shares 225,000 Shares, with each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule A, all as provided in Section 2. The additional 825,000 225,000 Shares to be sold by the Company Selling Stockholders pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844170042), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriter to confirm sales of the Offered Shares or in the form first made available to the Underwriter by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” The preliminary prospectus supplement dated May 1, 2012 describing the Offered Shares and the offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus

Appears in 1 contract

Samples: Underwriting Agreement (Igate Corp)

Introductory. Pieris PharmaceuticalsRedwood Trust, Inc., a Nevada Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A attached hereto (the “Underwriters”) an aggregate of 5,500,000 1,000,000 shares (the “Firm Shares”) of its common stockCommon Stock, par value $0.001 0.01 per share (the “Common Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 150,000 Common Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called (the “Optional Option Shares.” ”). The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called referred to herein as the “Offered Shares.” Jefferies JMP Securities LLC (“Jefferies”), Xxxxx and Jxxxxxxxx & Company, LLC and Evercore Group, L.L.C. have agreed Inc. hereby agree to act as the representatives of the several Underwriters (in such capacity, the “Representatives”) of the Underwriters in connection with the public offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, Firm Shares and the term “Underwriters” shall mean either the singular or the plural, as the context requiresOption Shares contemplated by this Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-21184425643), including which contains a base prospectus (the “Base Prospectus”) form of prospectus, subject to completion, to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein (the “Incorporated Documents”) and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act, ”) is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the “Prospectus.” All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“EXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Redwood Trust Inc)

Introductory. Pieris PharmaceuticalsPan American Financial, Inc.L.P., a Nevada corporation Delaware limited partnership (the “CompanySelling Shareholder), ) proposes to issue and sell to the several underwriters named in Schedule A (the “List of the Underwriters”) attached hereto (collectively, the “Underwriters”) an aggregate of 5,500,000 [ ] shares of its common stock, par value $0.001 per share (the “Firm Offered Shares”) of Common Stock, no par value (the “Common Stock”), of United PanAm Financial Corp., a California corporation (the “Company”) in accordance with the terms and conditions of this Underwriting Agreement (the “Agreement”). The 5,500,000 Shares to be sold Each person named in Schedule B attached hereto (collectively, the “Partners” and each, a “Partner”) has previously designated its portion of the shares of Common Stock of the Company held by the Company are called Selling Shareholder, of which PAFGP LLC, a California limited liability company, is the general partner (the “Firm Shares.” General Partner”), for the offer and sale pursuant to this Agreement. In addition, the Company Selling Shareholder, has granted to the Underwriters an option to purchase up to an additional 825,000 Shares [ ] shares (the “Optional Offered Shares”) of Common Stock, as provided in Section 22 (the “Purchase, Sale, and Delivery of the Offered Shares”). The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Offered Shares and, if and to the extent such option is exercised, the Optional Offered Shares are collectively called the “Offered Shares.” Jefferies JMP Securities LLC (“JefferiesJMP), Xxxxx ) and Xxxxxxxxx & Company, LLC and Evercore Group, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844182368), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits exhibits, and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and therein, any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 433 under the Securities Act, or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first filed with the Commission pursuant to Rule 424(b) under the Securities Act in accordance with Section 5(a) thereunder is called the “Prospectus. Each preliminary prospectus, including the prospectus subject to completion dated [ ] included in the registration statement prior to the time such registration statement has become effective (including any supplements thereto) is referred to as a “preliminary prospectus”. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus, or an Issuer Free Writing Prospectus (as defined in Section 1 (A) below), or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included,” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company, the Selling Shareholder and the General Partner hereby confirm their respective agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (United Pan Am Financial Corp)

Introductory. Pieris Pharmaceuticals, Inc.National Fuel Gas Company, a Nevada New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $450,000,000 aggregate principal amount of 5,500,000 shares of its common stock, par value $0.001 per share the Company’s 5.20% Notes due 2025 (the “SharesNotes”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In additionX.X. Xxxxxx Securities LLC, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares andXxxxxxx Lynch, if Pierce, Xxxxxx & Xxxxx Incorporated and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesNotes. To the extent If there are no additional underwriters listed on Underwriters named in Schedule AA other than the Representatives, then the term terms “Underwriters” and “Representatives” shall each be deemed to refer to the Underwriters. The Notes will be issued pursuant to an indenture, dated as used herein shall mean youof October 1, 1999, between the Company and The Bank of New York Mellon (formerly The Bank of New York), as Underwriterstrustee (the “Trustee”), including an Officer’s Certificate pursuant thereto (the “Indenture”). The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Blanket Letter of Representations, dated April 8, 2008 (the “DTC Agreement”), between the Company and the term “Underwriters” shall mean either the singular or the plural, as the context requiresDepositary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844333- 202877), including which contains a base prospectus (the “Base Prospectus”) ), to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amendeddebt securities, including the financial statementsNotes, exhibits and schedules thereto, in other securities of the form in which it became effective Company under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)thereunder

Appears in 1 contract

Samples: Underwriting Agreement (National Fuel Gas Co)

Introductory. Pieris PharmaceuticalsPerkinElmer, Inc., a Nevada Massachusetts corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (each, an “Underwriter” and collectively, the “Underwriters”) an ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $500,000,000 aggregate principal amount of 5,500,000 shares of its common stock, par value $0.001 per share the Company’s 0.550% Senior Notes due 2023 (the “Shares2023 Notes”), $800,000,000 aggregate principal amount of the Company’s 0.850% Senior Notes due 2024 (the “2024 Notes”), $500,000,000 aggregate principal amount of the Company’s 1.900% Senior Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of the Company’s 2.250% Senior Notes due 2031 (the “2031 Notes” and together with the 2023 Notes, the 2024 Notes and the 2028 Notes, the “Notes”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In additionXxxxxxx Sachs & Co. LLC, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares andBofA Securities, if Inc., X.X. Xxxxxx Securities LLC and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesNotes. To the extent there are no additional underwriters Underwriters listed on Schedule AA other than you, the term “Representatives” Representatives as used herein shall mean you, as the Underwriters, and the term “Underwriters” terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. The Company has prepared and filed offering of the Notes is being conducted in connection with the Securities transactions contemplated by the Agreement and Exchange Commission Plan of Merger, dated July 25, 2021 (the “CommissionMerger Agreement) ), by and among the Company, Xxxxxx Acquisition I, Inc. (“Merger Sub I”), Xxxxxx Acquisition II, Inc. (“Merger Sub II”), BioLegend, Inc. and Xxxx Xxx, solely in his capacity as the stockholder representative thereunder, providing for, subject to the terms and conditions set forth in the Merger Agreement, the merger of Merger Sub I with and into BioLegend (the “First Merger”), with BioLegend surviving the First Merger as a shelf registration statement on Form S-3wholly owned subsidiary of the Company, File Noand, immediately following the First Merger, and as part of the same overall transaction as the First Merger, the merger of BioLegend with and into Merger Sub II (the “Second Merger” and, together with the First Merger, the “Merger”), with Merger Sub II surviving the Second Merger as a wholly owned subsidiary of the Company. 333-211844The aggregate purchase price payable by the Company in the Merger is approximately $5.25 billion, including a base prospectus subject to certain working capital and other adjustments. The offering of the Notes is not conditioned upon the consummation of the Merger. The Notes will be issued pursuant to an indenture, dated as of October 25, 2011 (the “Base ProspectusIndenture) ), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture, to be used in connection dated September 10, 2021 between the Company and the Trustee (the “Supplemental Indenture” and together with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectivelyBase Indenture, the “Securities ActIndenture”). The Notes, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to dated September 10, 2021, will be a part thereof at issued in book-entry form in the time name of effectiveness pursuant to Rule 430B under the Securities ActCede & Co., is called as nominee of The Depository Trust Company (the “Registration StatementDepositary”).” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Introductory. Pieris Pharmaceuticals, Inc.Axovant Sciences Ltd., a Nevada corporation company incorporated and organized under the laws of Bermuda (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its 6,742,179 common stockshares, par value $0.001 0.00001 per common share (the “Shares”). The 5,500,000 6,742,179 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,011,326 Shares as provided in Section 2. The additional 825,000 1,011,326 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”), Xxxxxx Xxxxxxx & Co. LLC (“Xxxxxx Xxxxxxx”) and Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. ) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844215387, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Rule

Appears in 1 contract

Samples: Underwriting Agreement (Axovant Sciences Ltd.)

Introductory. Pieris PharmaceuticalsHealtheTech, Inc., a Nevada Delaware corporation (the “"Company"), proposes to issue and sell to the several underwriters named in Schedule A Underwriters 5,000,000 shares (the “Underwriters”"Firm Securities") an aggregate of 5,500,000 shares of its common stockCommon Stock, par value $0.001 per share .001 (the “Shares”"Securities"). The 5,500,000 Shares Company also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 616,667 additional shares of its Securities and Xxxxxx Xxxxx (the "Selling Stockholder") also proposes to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 133,333 additional outstanding shares of the Company's Securities (such 750,000 additional shares of the Company's Securities, the "Optional Securities") as set forth below. The Firm Securities and the Optional Securities are herein collectively called the "Offered Securities". As part of the offering contemplated by this Agreement, Credit Suisse First Boston Corporation ("CSFBC") (the "Designated Underwriter") has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 250,000 shares, for sale to the Company's directors, officers, employees and other parties associated with the Company (collectively, "Participants"), as set forth in the Prospectus (as defined herein) under the heading "Underwriting" (the "Directed Share Program"). The Firm Securities to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted Designated Underwriter pursuant to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to Directed Share Program (the "Directed Shares") will be sold by the Company Designated Underwriter pursuant to such option are collectively called this Agreement at the “Optional Shares.” The Firm public offering price. Any Directed Shares and, if and not subscribed for by the end of the business day on which this Agreement is executed will be offered to the extent such option is exercised, public by the Optional Shares are collectively called Underwriters as set forth in the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx Prospectus. The Company and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the Selling Stockholder hereby agree with the several Underwriters named in Schedule A hereto (in such capacity, the “Representatives”"Underwriters") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)follows:

Appears in 1 contract

Samples: Healthetech Inc

Introductory. Pieris PharmaceuticalsPatriot Capital Funding, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A Fxxxxx, Bxxxx Wxxxx, Incorporated (the “UnderwritersUnderwriter”) an aggregate of 5,500,000 2,100,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 2,100,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional 825,000 315,000 Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, N-2 (File No. 333-211844137856), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such The registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information contained in a prospectus subsequently filed with the Commission pursuant to Rule 497 under the Securities Act and deemed to be a part thereof of the registration statement at the time of effectiveness pursuant to Rule 430B 430C under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, dated as of December 15, 2006, included in the Registration Statement at the time it became effective on December 15, 2006, is hereinafter referred to as the “Base Prospectus.” The prospectus supplement, dated January 22, 2007, filed with the Commission pursuant to Rule 497 under the Securities Act relating to the Offered Shares is hereinafter referred to as the “Preliminary Prospectus Supplement” (and together with the Base Prospectus, the “Preliminary Prospectus”). The Preliminary Prospectus, together with the information set forth in the oral pricing script attached as Exhibit A (“Pricing Information”) is hereinafter referred to as the “Disclosure Package.” The prospectus supplement to be filed with the Commission pursuant to Rule 497 and used by the Underwriter to confirm sales of Offered Shares is hereinafter referred to as the “Prospectus Supplement” (and together with the Base Prospectus, the “Prospectus”). All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, the Preliminary Prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system (“EXXXX”). The Company hereby confirms its agreement with the Underwriter as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Patriot Capital Funding, Inc.)

Introductory. Pieris PharmaceuticalsPraxis Precision Medicines, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 5,500,000 3,318,585 shares (the “Firm Shares”) of its common stock, par value $0.001 0.0001 per share (the “Common Stock”) and (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 221,238 shares of Common Stock (the “Warrant Shares”). ) at an exercise price of $0.0001 per share in the form attached hereto as Exhibit A. The 5,500,000 3,318,585 Firm Shares and 221,238 Pre-Funded Warrants to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 530,973 shares of Common Stock as provided in Section 2‎Section 2 of this Agreement. The additional 825,000 Shares 530,973 shares of Common Stock to be sold by the Company pursuant to such option are collectively called the “Optional Shares,” and together with the Firm Shares, the “Shares.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered SharesSecurities.” Jefferies Pxxxx Xxxxxxx & Co. (“Piper”), Guggenheim Securities, LLC (“JefferiesGuggenheim)) and Truist Securities, Xxxxx and Company, LLC and Evercore Group, L.L.C. Inc. (“Truist”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesSecurities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Praxis Precision Medicines, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.Compugen Ltd., a Nevada corporation organized under the laws of the State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 6,000,000 (the “Firm Shares”) of its common stockthe Company’s ordinary shares, par nominal (par) value $0.001 NIS 0.01 per share (the “Ordinary Shares”). The 5,500,000 respective amounts of the Firm Shares to be sold purchased by each of the Company several Underwriters are called the “Firm Shares.” set forth opposite their names on Schedule A hereto. In addition, the Company has granted proposes to grant to the Underwriters an option to purchase up to an additional 825,000 900,000 Ordinary Shares as provided in Section 2. The additional 825,000 Shares to be sold by (the “Option Shares”) from the Company pursuant to such option are collectively called for the “Optional sole purpose of covering over-allotments in connection with the sale of the Firm Shares.” . The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered SharesSecurities.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresSecurities. The Company has prepared and filed in conformity with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), and the published rules and regulations thereunder (the “Rules”) adopted by the Securities and Exchange Commission (the “Commission”) a shelf “shelf” registration statement on Form S-3, File F-3 (No. 333-211844185910), which became effective as of January 16, 2013, including a base prospectus (the “Base Prospectus”) relating to be used in connection with the public offering Ordinary Shares and sale other securities of the Offered Shares. Such registration statement, as amended, including Company that may be sold from time to time by the financial statements, exhibits and schedules thereto, Company in the form in which it became effective under the Securities Act accordance with Rule 415 of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called and such amendments thereof as may have been required to the date of this Agreement. Copies of such Registration Statement.” Any registration statement filed Statement (including all amendments thereof and all documents deemed incorporated by reference therein) and of the related Base Prospectus have heretofore been delivered by the Company pursuant or are otherwise available to Rule 462(b)you.

Appears in 1 contract

Samples: Underwriting Agreement (Compugen LTD)

Introductory. Pieris PharmaceuticalsAmerican Capital Strategies, Inc.Ltd., a Nevada Delaware corporation (the “Company”), proposes to issue confirms its agreement with the Representatives (as defined below) and sell to each of the several underwriters other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”) an with respect to (a) the sale by the Company and purchase by the Underwriters, acting severally and not jointly, of their respective portions of $ • aggregate principal amount of 5,500,000 shares of its common stock, par value $0.001 per share the Company’s • Notes due • (the “SharesSecurities”). The 5,500,000 Shares Securities will be issued pursuant to be sold an Indenture dated as of April 26, 2007, by and between the Company are called Company, as issuer, and Xxxxx Fargo Bank, National Association, as trustee (the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“JefferiesTrustee”), Xxxxx as supplemented by a First Supplemental Indenture thereto to be dated as of • (collectively, the “Indenture”). [Underwriter] and Company, LLC and Evercore Group, L.L.C. [Underwriter] have agreed to act as representatives of each of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresSecurities. The Company has prepared and filed with the United States Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) pursuant to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”) and the Investment Company Act of 1940, as amended, and the rules and regulations promulgated thereunder (the “Investment Company Act”), a registration statement on Form N-2 for the offer and sale of an aggregate amount of $5,000,000,000 of securities (File No. 333-142398), which registration statement became effective on June 5, 2007, a copy of which has heretofore been delivered to you. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of •, to the final prospectus dated as of June 5, 2007, relating to the Securities and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Securities set forth therein. Such registration statement, including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it was included in the Registration Statement at the time of effectiveness it was declared effective, is hereinafter called the “Basic Prospectus”; such supplement to the Basic Prospectus, in the form in which it will be filed with the Commission pursuant to Rule 430B 497 under the Securities Act, is hereinafter called the “Registration StatementProspectus Supplement” and the Basic Prospectus and Prospectus Supplement together are hereinafter called the “Prospectus.” Any registration statement The Prospectus, subject to completion, used in connection with a public offering is called a “Preliminary Prospectus,” and any reference to the “most recent Preliminary Prospectus” shall be deemed to refer to the Preliminary Prospectus most recently filed by the Company pursuant to Rule 462(b497 under the Securities Act as of the date hereof. All references in this underwriting agreement (this “Agreement”) to the Registration Statement, the Preliminary Prospectus, the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed, as applicable, with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: American Capital Strategies LTD

Introductory. Pieris Pharmaceuticals, Inc.Ark Global Acquisition Corp., a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares [25,000,000] units of its common stock, par value $0.001 per share the Company (the “SharesUnits”). The 5,500,000 Shares [25,000,000] Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares [3,750,000] Units as provided in Section 2. The additional 825,000 Shares [3,750,000] Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Jxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have has agreed to act as representatives a Representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as UnderwritersUnderwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share ( “Class A Common Stock”), and one-quarter of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus, or if such date is not a business day, the following business day (unless the Representative informs the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a shelf registration statement on Form S-3, File No. 3338-211844, including a base prospectus K or similar form by the Company that includes such audited balance sheet (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities ActClosing Form 8-K”), including all documents incorporated and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or deemed to be incorporated by reference therein and any information deemed to be a part thereof at earlier upon redemption or liquidation of the time of effectiveness Company; provided, however, that pursuant to Rule 430B under the Securities ActWarrant Agreement (as defined below), is called a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Ark Global Acquisition Corp.)

Introductory. Pieris PharmaceuticalsFive Prime Therapeutics, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [ ] shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 [ ] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [ ] Shares as provided in Section 2. The additional 825,000 [ ] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”)Xxxxxxxxx LLC, BMO Capital Markets Corp., and Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844, including 190194 which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Five Prime Therapeutics Inc)

Introductory. Pieris Pharmaceuticals, Xxxxxxx Xxxxxx Xxxxxx Group Inc., a Nevada Texas corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 5,000,000 shares (the “Firm Shares”) of its the Company’s common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the shareholders of the Company has named in Schedule B (collectively, the “Selling Shareholders”) have severally granted to the Underwriters an option to purchase up to an additional 825,000 750,000 Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares , with each Selling Shareholder selling up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Shares.” Selling Shareholder’s name in Schedule B. The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844134448), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, and, in the event any post-effective amendment thereto becomes effective prior to the First Closing Date (as defined herein) or any applicable Option Closing Date (as defined herein), including such registration statement as so amended, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)the

Appears in 1 contract

Samples: Underwriting Agreement (Sanders Morris Harris Group Inc)

Introductory. Pieris Pharmaceuticals, Inc., a Nevada corporation AmeriCredit Corp. (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 8,000,000 shares (the "Firm Shares") of its common stockCommon Stock, par value $0.001 .01 per share (the "Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,200,000 Common Shares (the "Option Shares"), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies LLC (“Jefferies”)". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxx Xxxxx Xxxxxx Inc. and Company, LLC and Evercore Group, L.L.C. U.S. Bancorp Xxxxx Xxxxxxx Inc. have agreed to act as the representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-3 (File No. 333-21184482999), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be deemed incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), is called the "Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)". Any

Appears in 1 contract

Samples: Americredit Corp

Introductory. Pieris Pharmaceuticals, Inc.The shareholders of Xxxxx Lang LaSalle Incorporated, a Nevada Maryland corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A B (collectively, the "Selling Shareholders") severally propose to sell to NationsBanc Xxxxxxxxxx Securities LLC (the “Underwriters”"Underwriter") an aggregate of 5,500,000 750,000 shares (the "Common Shares") of its common stockCommon Stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”"Common Stock"), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresCompany. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-3 (File No. 333-21184470969), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriter to confirm sales of the Common Shares, is called the "Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("XXXXX"). All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company and each of the Selling Shareholders hereby confirm their respective agreements with the Underwriter as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Jones Lang Lasalle Inc)

Introductory. Pieris Pharmaceuticals, Inc.Susser Holdings Corporation, a Nevada Delaware corporation (the “Company”), proposes ) confirms its agreement to issue and sell to Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and the other several underwriters Underwriters named in Schedule A (the “Underwriters”) an aggregate ), acting severally and not jointly, the respective number of 5,500,000 shares of its common stockCommon Stock, par value $0.001 0.01 per share share, of the Company (“Common Stock”) set forth in Schedule A hereto and the grant by the Company to the Underwriters, acting severally and not jointly, of the option described in Section 2(b) hereof to purchase all or any part of 525,000 additional shares of Common Stock to cover overallotments, if any. The aforesaid 3,500,000 shares of Common Stock (the “SharesInitial Securities). The 5,500,000 Shares ) to be sold purchased by the Company are called Underwriters and all or any part of the 525,000 shares of Common Stock subject to the option described in Section 2(b) hereof (the “Firm SharesOption Securities”) are herein called, collectively, the “Securities.” In addition, the Company Xxxxxxx Xxxxx has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities. To The Company understands that the extent there are no additional underwriters listed on Schedule A, Underwriters propose to make a public offering of the term “Representatives” Securities as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, soon as the context requiresRepresentative deems advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844, including a base prospectus (the “Base Prospectus”333- 177265) to be used in connection with covering the public offering and sale of the Offered Shares. Such registration statement, as amendedcertain securities, including the financial statementsSecurities, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations promulgated thereunder (collectively, the “Securities ActAct Regulations”), which shelf registration statement has been declared effective by the Commission. The Registration Statement contains a prospectus referred to herein as the “Base Prospectus.” Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including all the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and any information the documents otherwise deemed to be a part thereof at the as of such time of effectiveness pursuant to Rule 430B under the Securities ActAct Regulations (“Rule 430B”), and is called referred to herein as the “Registration Statement.;provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Securities, which time shall be considered the “new effective date” of such registration statement with respect to the Securities within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to Rule 430B. Any registration statement filed by the Company pursuant to Rule 462(b) of the Securities Act Regulations is herein called the “Rule 462(b) Registration Statement” and, after such filing, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Each preliminary prospectus supplement to the Base Prospectus used in connection with the offering of the Securities prior to the filing of the Prospectus (as defined below), including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, together with the Base Prospectus, are collectively referred to herein as a “preliminary prospectus.” Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus supplement to the Base Prospectus relating to the Securities in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus supplement, in the form first furnished or made available to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, together with the Base Prospectus, are collectively referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“XXXXX”). As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Susser Holdings CORP)

Introductory. Pieris Pharmaceuticals, Inc.Gladstone Investment Corporation, a Nevada Delaware corporation (the “Company”), proposes to issue Gladstone Management Corporation, a Delaware corporation (the “Adviser”), and sell to Gladstone Administration LLC, a Delaware limited liability company (the “Administrator”) each confirms the agreement with Jefferies & Company, Inc. (“Jefferies”) and each of the several underwriters named in Schedule A (the “Underwriters”) with respect to the issuance and sale by the Company to the several underwriters of an aggregate of 5,500,000 1,400,000 shares of its common 7.125% Series A Cumulative Term preferred stock, par value $0.001 .001 per share (the “Shares”). The 5,500,000 1,400,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 210,000 Shares as provided in Section 23. The additional 825,000 210,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To The Company has entered into an Investment Advisory and Management Agreement, dated as of June 22, 2005 (the extent there are no additional underwriters listed on Schedule A“Investment Advisory Agreement”), with the term “Representatives” as used herein shall mean youAdviser under the Investment Advisers Act of 1940, as Underwritersamended, and the term rules and regulations thereunder (collectively, the Underwriters” shall mean either Advisers Act”). The Company has entered into an Administration Agreement, dated as of June 22, 2005 (the singular or “Administration Agreement”), with the plural, as the context requiresAdministrator. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3N-2, File No. 333-211844160720, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Registration

Appears in 1 contract

Samples: Underwriting Agreement (Gladstone Investment Corporation\de)

Introductory. Pieris Pharmaceuticals, Inc.Vical Incorporated, a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters Underwriters named in on Schedule A hereto (the “Underwriters”) an aggregate of 5,500,000 15,000,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 15,000,000 Shares to be sold by the Company are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 22,250,000 Shares. The additional 825,000 2,250,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC & Company, Inc. (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844164476), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated September 23, 2010 describing the Offered Shares and the offering thereof, together with the Base Prospectus,

Appears in 1 contract

Samples: Underwriting Agreement (Vical Inc)

Introductory. Pieris Pharmaceuticals, Inc.La Jolla Pharmaceutical Company, a Nevada California corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 3,731,344 shares of its common stock, par value $0.001 0.0001 per share (the “Shares”). The 5,500,000 3,731,344 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 559,700 Shares, as provided in Section 2. The additional 825,000 559,700 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies X.X. Xxxxxx Securities LLC (“JefferiesX.X. Xxxxxx), ) and Xxxxx and Company, LLC and Evercore Group, L.L.C. (“Cowen”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Unless otherwise specified or required by context, the term the “Company” refers to the Company and its subsidiaries on a consolidated basis. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, as amended, File No. 333-211844214721, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called

Appears in 1 contract

Samples: Underwriting Agreement (La Jolla Pharmaceutical Co)

Introductory. Pieris Pharmaceuticals, Inc.Affimed N.V., a Nevada corporation company incorporated under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its 16,666,667 common stockshares, par value $0.001 €0.01 per share (the “Common Shares”). The 5,500,000 16,666,667 Common Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an over-allotment option to purchase up to an additional 825,000 2,500,000 Common Shares as provided in Section 2. The additional 825,000 over-allotment 2,500,000 Common Shares to be sold by the Company pursuant to such over-allotment option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx SVB Leerink LLC (“SVB Leerink”) and Company, Credit Suisse Securities (USA) LLC and Evercore Group, L.L.C. (“Credit Suisse”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3F-3, File No. 333-211844251648, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated by reference or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)The preliminary prospectus supplement dated January 12, 2021 describing the

Appears in 1 contract

Samples: Underwriting Agreement (Affimed N.V.)

Introductory. Pieris Pharmaceuticals, Inc.U-Store-It Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 28,000,000 shares (the “Firm Shares”) of the Company’s common shares of its common stockbeneficial interest, par value $0.001 .01 per share (the “Common Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 4,200,000 Common Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called called, the “Offered Shares.” Jefferies Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“Xxxxxxx Xxxxx”) and Xxxxx Fargo Securities, LLC (“JefferiesXxxxx Fargo), Xxxxx and Company, LLC and Evercore Group, L.L.C. ) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, The terms Representatives and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844156463) on December 24, including 2008, which contains a base prospectus (the “Base Prospectus”) ), to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective at each time of effectiveness under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus supplement used in connection with the offering of the

Appears in 1 contract

Samples: Underwriting Agreement (U-Store-It Trust)

Introductory. Pieris Pharmaceuticals, Inc.ArthroCare Corporation, a Nevada Delaware corporation (the "Company), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 1,000,000 shares (the "Firm ---------- Shares") of its common stockCommon Stock, par value $0.001 per share (the "Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 150,000 Common Shares (the "Option Shares") as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies LLC (“Jefferies”)". BancBoston Xxxxxxxxx Xxxxxxxx Inc. and Bear Xxxxxxx & Co., Xxxxx and Company, LLC and Evercore Group, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-3 (File No. 333-21184487187), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof ("Incorporated Documents") at the time of effectiveness pursuant to Rule 430B under 430A or Rule 434 or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used

Appears in 1 contract

Samples: Underwriting Agreement (Arthrocare Corp)

Introductory. Pieris PharmaceuticalsEl Pollo Loco Holdings, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 7,142,857 shares of its common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 7,142,857 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,071,429 Shares as provided in Section 2. The additional 825,000 1,071,429 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx ) and Company, Xxxxxx Xxxxxxx & Co. LLC and Evercore Group, L.L.C. (“Xxxxxx Xxxxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844, including 197001 which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” The preliminary prospectus dated July 14, 2014 describing the Offered Shares and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form

Appears in 1 contract

Samples: Underwriting Agreement (El Pollo Loco Holdings, Inc.)

Introductory. Pieris PharmaceuticalsPerkinElmer, Inc., a Nevada Massachusetts corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (each, an “Underwriter” and collectively, the “Underwriters”) an ), acting severally and not jointly, the respective amounts set forth in such Schedule A of $400,000,000 aggregate principal amount of 5,500,000 shares of its common stock, par value $0.001 per share the Company’s 2.550% Senior Notes due 2031 (the “Shares2031 Notes”) and $400,000,000 aggregate principal amount of the Company’s 3.625% Senior Notes due 2051 (the “2051 Notes” and together with the 2031 Notes, the “Notes”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, X.X. Xxxxxx Securities LLC and Evercore GroupBofA Securities, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesNotes. To the extent there are no additional underwriters Underwriters listed on Schedule AA other than you, the term “Representatives” Representatives as used herein shall mean you, as the Underwriters, and the term “Underwriters” terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. The Notes will be issued pursuant to an indenture, dated as of October 25, 2011 (the “Base Indenture”), between the Company and U.S. Bank National Association, as trustee (the “Trustee”). Certain terms of the Notes will be established pursuant to a supplemental indenture to the Base Indenture, to be dated March 8, 2021 between the Company and the Trustee (the “Supplemental Indenture” and together with the Base Indenture, the “Indenture”). The Notes, to be dated March 8, 2021, will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”230425), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)which contains a

Appears in 1 contract

Samples: Perkinelmer Inc

Introductory. Pieris Pharmaceuticals, CM Life Sciences III Inc., a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 48,000,000 units of its common stock, par value $0.001 per share the Company (the “SharesUnits”). The 5,500,000 Shares 48,000,000 Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 7,200,000 Units as provided in Section 2. The additional 825,000 Shares 7,200,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Xxxxxxxxx LLC (“Jefferies”), and Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives a Representatives of the several Underwriters (together in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as UnderwritersUnderwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share ( “Class A Common Stock”), and one-fifth of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representatives inform the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a shelf registration statement on Form S-3, File No. 3338-211844, including a base prospectus K or similar form by the Company that includes such audited balance sheet (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities ActClosing Form 8-K”), including all documents incorporated and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Common Stock for $11.50 per share during the period commencing 30 days after the completion of an initial Business Combination (as defined below) and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or deemed to be incorporated by reference therein and any information deemed to be a part thereof at earlier upon redemption or liquidation of the time of effectiveness Company; provided, however, that pursuant to Rule 430B under the Securities ActWarrant Agreement (as defined below), is called a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term Business Combination” (as described more fully in the Registration StatementStatement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (CM Life Sciences III Inc.)

Introductory. Pieris Pharmaceuticals, Inc.First Potomac Realty Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its common stockshares (the “Firm Shares”) of beneficial interest, par value $0.001 .001 per share (the “Common Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Common Shares (the “Option Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered Shares.” Jefferies KeyBanc Capital Markets Inc. (“KCM”) and Xxxxx Fargo Securities, LLC (“JefferiesXxxxx Fargo”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as the representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Offered Shares. To The Company is the extent there are no additional underwriters listed on Schedule Asole general partner of First Potomac Realty Investment Limited Partnership, a Delaware limited partnership (the term Representatives” as used herein shall mean youOperating Partnership”), as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, that serves as the context requiresCompany’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3), File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or on April 16, 2007 a registration statement on Form S-3, which was subsequently amended on August 19, 2008 and August 22, 2008 (File No. 333-142147), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares (the “Base Prospectus”). Such registration statement, herein referred to as the “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rules 430A or 430B under the Securities Act and all information incorporated by reference therein. The form of final prospectus supplement to the Base Prospectus relating to the Shares and the offering thereof filed by the Company with the Commission pursuant to Rule 424(b) under the Securities Act and first used by the Underwriters to confirm sales of the Shares is herein referred to as the “Prospectus.” The Base Prospectus, as supplemented by the preliminary prospectus (including any preliminary prospectus supplement) relating to the Shares and the offering thereof most recently filed by the Company with the Commission pursuant to Rule 424(b) and used prior to the date hereof is herein referred to as a “Preliminary Prospectus.” Any reference herein to the Registration Statement, any Preliminary Prospectus or the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein and any information deemed to be a part thereof at supplements or amendments thereto, filed with the time Commission after the date of effectiveness pursuant to filing of the Prospectus under Rule 430B 424(b) under the Securities Act, is called and prior to the “Registration Statement.” Any registration statement filed termination of the offering of the Shares by the Underwriters. Each of the Company pursuant to Rule 462(b)and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Lock Up Agreement (First Potomac Realty Trust)

Introductory. Pieris Pharmaceuticals, Inc.Compass International Services Corporation, a Nevada Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 4,100,000 shares (the "Firm Common Shares") of its common stockCommon Stock, par value $0.001 .01 per share (the “Shares”"Common Stock"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 615,000 shares (the "Optional Common Shares") of Common Stock, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies LLC ". NationsBanc Xxxxxxxxxx Securities, Inc. (“Jefferies”)"NationsBanc Xxxxxxxxxx") and Xxxxxx Brothers, Xxxxx and Company, LLC and Evercore Group, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-1 (File No. 333-21184437205), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the "Prospectus"; provided, however, if the Company has, with the

Appears in 1 contract

Samples: Underwriting Agreement (Compass International Services Corp)

Introductory. Pieris Pharmaceuticals, Inc.Affimed N.V., a Nevada corporation company incorporated under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its 10,000,000 common stockshares, par value $0.001 €0.01 per share (the “Common Shares”). The 5,500,000 10,000,000 Common Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,500,000 Common Shares as provided in Section 2. The additional 825,000 1,500,000 Common Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies BMO Capital Markets Corp. (“BMO”) and Xxxxx Fargo Securities, LLC (“JefferiesXxxxx Fargo), Xxxxx and Company, LLC and Evercore Group, L.L.C. ) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3F-3, File No. 333-211844333- 207235, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated by reference or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by The preliminary prospectus supplement dated January 19, 2017 describing the Company pursuant Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to Rule 462(bthe Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used NY: 1026275-10

Appears in 1 contract

Samples: Underwriting Agreement (Affimed N.V.)

Introductory. Pieris PharmaceuticalsICARUS International, Inc., a Nevada Maryland corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A annexed hereto (the "Underwriters") an aggregate of 5,500,000 2,000,000 shares of its common stockauthorized but unissued Common Stock, $.01 par value $0.001 per share (the “Shares”"Common Stock"). The 5,500,000 Shares Said shares are herein referred to be sold by as the Company are called the “"Firm Common Shares." In addition, the Company has granted proposes to grant to the Underwriters an option to purchase up to an 300,000 additional 825,000 Shares shares of Common Stock (such 300,000 shares being referred to as the "Optional Common Shares"), as provided in Section 25 hereof. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Shares Common Shares, are hereinafter collectively called referred to as the “Offered "Common Shares.” Jefferies LLC (“Jefferies”)" Hoak Xxxexxxxx Xxxnxxxx & Xo. and Laidxxx Xxxbal Securities, Xxxxx and Company, LLC and Evercore Group, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Common Shares. To You have advised the extent there are no additional underwriters listed Company that the Underwriters propose to make a public offering of the Common Shares on Schedule Athe effective date of the registration statement hereinafter referred to, the term “Representatives” or as used herein shall mean you, soon thereafter as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresin their judgment is advisable. The Company has prepared and filed hereby confirms its agreement with respect to the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale purchase of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed Common Shares by the Company pursuant to Rule 462(b)Underwriters as follows:

Appears in 1 contract

Samples: Icarus International Inc

Introductory. Pieris PharmaceuticalsMercury Computer Systems, Inc., a Nevada Massachusetts corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 4,850,000 shares of its common stock, par value $0.001 0.01 per share (the “Firm Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 727,500 shares of its common stock, par value $0.01 per share, as provided in Section 2. The additional 825,000 Shares 727,500 shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC The Company’s common stock, par value $0.01 per share, is referred to herein as the “Shares.” Xxxxxxxxx & Company, Inc. (“Jefferies”), Xxxxx ) and Company, Lazard Capital Markets LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844158847), including and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing

Appears in 1 contract

Samples: Underwriting Agreement (Mercury Computer Systems Inc)

Introductory. Pieris PharmaceuticalsImago BioSciences, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [•] shares of its common stock, par value $0.001 [•] per share (the “Shares”). The 5,500,000 [•] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [•] Shares as provided in Section 2. The additional 825,000 [•] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company LLC (“Cowen”), Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Guggenheim Securities, LLC and Evercore Group, L.L.C. have (“Guggenheim”) agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844, including 333-[•] which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)it

Appears in 1 contract

Samples: Underwriting Agreement (Imago BioSciences, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.Wave Life Sciences Ltd. (Company Registration Number: 201218209G), a Nevada corporation company incorporated under the laws of the Republic of Singapore (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 5,500,000 shares 8,333,334 of its common stockordinary shares, no par value $0.001 per share (the “Shares”). The 5,500,000 8,333,334 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,250,000 Shares as provided in Section 2. The additional 825,000 1,250,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”)Xxxxxxxxx LLC, Xxxxx and Company, SVB Leerink LLC and Evercore Group, L.L.C. Mizuho Securities USA LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844231382, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. For the avoidance of doubt, the term “Registration Statement” shall also include any post-effective amendment thereto. The preliminary prospectus supplement dated September 22, 2020 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with

Appears in 1 contract

Samples: Underwriting Agreement (Wave Life Sciences Ltd.)

Introductory. Pieris Pharmaceuticals, Inc.Kentucky Utilities Company, a Nevada corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell to sell, and the several underwriters Underwriters named in Schedule A Section 3 hereof (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock), par value $0.001 per share for whom you are acting as representatives (the “SharesRepresentatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $500,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 3.300% Series due 2050 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 8 thereto relating to the Bonds, to be dated as of May 15, 2020 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement (No. 333-223142-01) on Form S-3, File No. 333-211844including the related preliminary prospectus or prospectus, including a base prospectus which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Base ProspectusSecurities Act Regulations”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, including all documents incorporated or the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any information schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under or included therein by the Securities ActAct Regulations, is herein called the “Registration Statement.” Any registration statement The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Company pursuant Securities Act Regulations to Rule 462(b)be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: LG&E & KU Energy LLC

Introductory. Pieris Pharmaceuticals, Inc.This Agreement is among Whitestone REIT, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to SunTrust Xxxxxxxx Xxxxxxxx, Inc., acting as representative (in such capacity, if and as applicable, the “Representative”) of the several underwriters named in Schedule A hereto (collectively, the “Underwriters,” which term shall also include any underwriter hereinafter substituted as provided in Section 9 hereof), with respect to (i) an aggregate the sale by the Company and the purchase by the Underwriters, acting severally and not jointly, of 5,500,000 7,000,000 common shares of its common stockbeneficial interest, par value $0.001 per share of the Company (the “Common Shares”). The 5,500,000 Shares to be sold ) and (ii) the grant by the Company are called to the Underwriters, acting severally and not jointly, of the option described in Section 2 hereof to purchase all or any part of 1,050,000 additional Common Shares. The aforesaid 7,000,000 shares of Common Stock (the “Firm Shares.” In addition, ”) to be purchased by the Company has granted Underwriters and all or any part of the 1,050,000 Common Shares subject to the Underwriters an option to purchase up to an additional 825,000 Shares as provided described in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called 2 hereof (the “Optional Shares”) are herein called, collectively, the “Shares.” The Firm Shares and, if and Company understands that the Underwriters propose to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives make a public offering of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” Shares as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, soon as the context requiresRepresentative deems advisable after this Agreement has been executed and delivered. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844, including a base prospectus (the “Base Prospectus”203727) to be used in connection with covering the public offering and sale of the Offered Shares. Such registration statement, as amendedcertain securities, including the financial statementsShares, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amendedamended (the “Securities Act”), and the rules and regulations promulgated thereunder (collectively, the “Securities ActAct Regulations”), which shelf registration statement was declared effective by the Commission on May 18, 2015. Such registration statement, as of any time, means such registration statement as amended by any post-effective amendments thereto to such time, including all the exhibits and any schedules thereto at such time, the documents incorporated or deemed to be incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and any information the documents otherwise deemed to be a part thereof at the as of such time of effectiveness pursuant to Rule 430B under the Securities ActAct Regulations (“Rule 430B”), and is called referred to herein as the “Registration Statement;” provided, however, that the “Registration Statement” without reference to a time means such registration statement as amended by any post-effective amendments thereto as of the time of the first contract of sale for the Shares, which time shall be considered the “new effective date” of such registration statement with respect to the Shares within the meaning of paragraph (f)(2) of Rule 430B, including the exhibits and schedules thereto as of such time, the documents incorporated or deemed incorporated by reference therein at such time pursuant to Item 12 of Form S-3 under the Securities Act and the documents otherwise deemed to be a part thereof as of such time pursuant to the Rule 430B. Any preliminary prospectuses used in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, are collectively referred to herein as a “preliminary prospectus.” Any registration statement filed by Promptly after execution and delivery of this Agreement, the Company will prepare and file a final prospectus relating to the Shares in accordance with the provisions of Rule 424(b) under the Securities Act Regulations (“Rule 424(b)”). The final prospectus, in the form filed with the Commission pursuant to Rule 462(b424(b) in connection with the offering of the Shares, including the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, is referred to herein as the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (or any successor system) (“XXXXX”). As used in this Agreement:

Appears in 1 contract

Samples: Underwriting Agreement (Whitestone REIT)

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Introductory. Pieris Pharmaceuticals, Agenus Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell an aggregate of 19,335,653 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company (the “Firm Shares”) to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock), par value $0.001 per share for whom you are acting as representative (the “SharesRepresentative”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted proposes to grant to the Underwriters an option options to purchase up to an aggregate of 2,900,347 additional 825,000 Shares shares of Common Stock (the “Option Shares”) as provided in Section 24 hereof. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is options are exercised, the Optional Shares Option Shares, are hereinafter collectively called referred to as the “Offered Shares.” Jefferies LLC (“Jefferies”)You have advised the Company that the Underwriters propose to make a public offering of the Shares as soon as you deem advisable after the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, Xxxxx the Company and Companythe Representative, LLC and Evercore Group, L.L.C. have agreed to act as representatives acting on behalf of the several Underwriters Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (in such capacity, the “RepresentativesPricing Agreement) ). The Pricing Agreement may take the form of an exchange of any standard form of written telecommunication between the Company and the Representative and shall specify such applicable information as is indicated in connection with the Exhibit A hereto. The offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein Shares shall mean yoube governed by this Agreement, as Underwriterssupplemented by the Pricing Agreement. From and after the date of the execution and delivery of the Pricing Agreement, and this Agreement shall be deemed to incorporate the term “Underwriters” shall mean either the singular or the plural, as the context requiresPricing Agreement. 1 Plus an option to acquire up to 2,900,347 additional shares to cover overallotments. The Company has prepared and filed hereby confirms its agreement with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, Underwriters as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)follows:

Appears in 1 contract

Samples: Underwriting Agreement (Agenus Inc)

Introductory. Pieris Pharmaceuticals, Inc.EQ Health Acquisition Corp., a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 19,130,400 units of its common stock, par value $0.001 per share the Company (the “SharesUnits”). The 5,500,000 Shares 19,130,400 Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 2,869,560 Units as provided in Section 2. The additional 825,000 Shares 2,869,560 Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the IPO Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as UnderwritersUnderwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and Public Warrants will not trade separately until the 52nd day following the date of the IPO Prospectus (as defined below) (unless the Representative informs the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing by the Company of such audited balance sheet with the U.S. Securities and Exchange Commission (the “Commission”) on a shelf registration statement Current Report on Form S-38-K that includes such audited balance sheet, File Noand (c) the Company having issued a press release announcing when such separate trading will begin. 333-211844Each whole Public Warrant entitles its holder, including a base prospectus upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the “Base Prospectus”) to be used in connection with the public offering and sale date of the Offered Sharesclosing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination (as defined below) or earlier upon redemption or liquidation; provided, however, that pursuant to the Warrant Agreement (as defined below), only a whole Public Warrant may be exercised at any given time by a holder thereof. Such registration statementAs used herein, the term “Business Combination” (as amended, including the financial statements, exhibits and schedules thereto, described more fully in the form in which it became effective under the Securities Act of 1933Registration Statement (as defined below)) shall mean a merger, as amendedcapital stock exchange, and the rules and regulations promulgated thereunder (collectivelyasset acquisition, the “Securities Act”)stock purchase, including all documents incorporated reorganization or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statementsimilar business combination with one or more businesses.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (EQ Health Acquisition Corp.)

Introductory. Pieris PharmaceuticalsEndocyte, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 17,857,143 shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 17,857,143 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 2,678,571 Shares as provided in Section 2. The additional 825,000 2,678,571 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. Deutsche Bank Securities Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844220920, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated February 27, 2018 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used

Appears in 1 contract

Samples: Underwriting Agreement (Endocyte Inc)

Introductory. Pieris PharmaceuticalsXxxxx Life Sciences, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) (i) an aggregate of 5,500,000 16,115,385 shares (the “Shares”) of its common stock, par value $0.001 per share (the “SharesCommon Stock”), and (ii) warrants of the Company to purchase 2,884,615 shares of Common Stock at an exercise price equal to $0.001 per share (the “Pre-Funded Warrants”). The 5,500,000 16,115,385 Shares to be offered and sold by the Company are called the “Firm Shares.” The Firm Shares and the 2,884,615 Pre-Funded Warrants to be sold by the Company are collectively referred to as the “Firm Securities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 2,850,000 Shares as provided in Section 2. The additional 825,000 2,850,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares” and together with the Pre-Funded Warrants are referred to as the “Offered Securities.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC (“Cowen”), Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) and Evercore GroupXxxxxxx Xxxxx & Company, L.L.C. (“Xxxxxxx Xxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered SharesSecurities. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)

Appears in 1 contract

Samples: Underwriting Agreement (Kezar Life Sciences, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.NewLink Genetics Corporation, a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 5,000,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 750,000 Shares as provided in Section 2. The additional 825,000 750,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (“JefferiesXxxxxxx Xxxxx)) and Xxxxxx, Xxxxx and Xxxxxxxx & Company, LLC and Evercore Group, L.L.C. Incorporated. (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. This Agreement is effective as of October 3, 2017 (the “Agreement Date”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844333‑205234, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing Exhibit 1.1

Appears in 1 contract

Samples: Underwriting Agreement (Newlink Genetics Corp)

Introductory. Pieris Pharmaceuticals, Inc.Emulex Corporation, a Nevada Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 2,000,000 shares of its common stockCommon Stock, par value $0.001 0.20 per share (the "Common Shares"); and the stockholder of the Company named in Schedule B (the "Selling Stockholder") proposes to sell to the Underwriters an aggregate of 100,000 Common Shares. The 5,500,000 2,000,000 Common Shares to be sold by the Company and the 100,000 shares of Common Shares to be sold by the Selling Stockholder are collectively called the "Firm Shares.” ". In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 315,000 Common Shares (the "Option Shares"), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies LLC (“Jefferies”)". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxx Xxxx Xxxxxxxx Xxxxxxx, Xxxxxx Xxxxxx & Company and Company, LLC and Evercore Group, L.L.C. Xxxxxxx & Company have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To Each Share includes attached preferred stock purchase rights issuable under the extent there are no additional underwriters listed on Schedule ACompany's stockholder Rights Agreement, the term “Representatives” as used herein shall mean youdated January 19, 1989, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresamended. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-3 (File No. 333-21184475753), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein (each an "Incorporated Document" and any information deemed to be a part thereof at collectively the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)"Incorporated Documents") and any

Appears in 1 contract

Samples: Underwriting Agreement (Emulex Corp /De/)

Introductory. Pieris PharmaceuticalsSubject to the terms and conditions stated herein, Xxxxxxxx Financial, Inc., a Nevada corporation organized under the laws of British Columbia, Canada (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A Xxxxxx Xxxxx Xxxxx, Incorporated (the “Underwriters”"Underwriter") an aggregate of 5,500,000 1,500,000 shares of its common stock, no par value $0.001 per share (the "Common Stock"), and the stockholders listed in Schedule A hereto (the "Selling Stockholders") propose severally to sell an aggregate of 900,000 shares of Common Stock (such 2,400,000 shares of Common Stock being hereafter referred to as the "Firm Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional 825,000 Shares 360,000 shares of Common Stock, as provided in Section 23 (such additional shares, the "Optional Common Shares"). The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies LLC (“Jefferies”"), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-2 (File No. 333-211844113215), including which contains a base prospectus (the “Base Prospectus”) form of prospectus, subject to completion, to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities ActAct or any rule Xxxxxxxx Financial, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Inc. Xxxxxx Xxxxx Xxxxx, Inc. April ___, 2004 Page 2 of 38

Appears in 1 contract

Samples: Underwriting Agreement (Nicholas Financial Inc)

Introductory. Pieris Pharmaceuticals, Inc.First Potomac Realty Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 3,000,000 of its common stockshares (the “Firm Shares”) of beneficial interest, par value $0.001 .001 per share (the “Common Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 450,000 Common Shares (the “Option Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered Shares.” Jefferies LLC KeyBanc Capital Markets, a division of McDonald Investments Inc. (“JefferiesKCM”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To The Company is the extent there are no additional underwriters listed on Schedule Asole general partner of First Potomac Realty Investment Limited Partnership (the “Operating Partnership”), the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, a Delaware limited partnership that serves as the context requiresCompany’s primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3), File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or a registration statement on Form S-3 (File No. 333-120821), which contains a form of prospectus to be used in connection with the public offering and sale of the Shares. Such registration statement, herein referred to as the “Registration Statement,” shall be deemed to include all information omitted therefrom in reliance upon Rule 430A and all information incorporated by reference therein. The form of final prospectus first filed by the Company with the Commission pursuant to Rule 424(b) is herein referred to as the “Prospectus.” Each preliminary prospectus included in the Registration Statement is herein referred to as a “Preliminary Prospectus.” Any reference herein to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein and any information deemed supplements or amendments thereto filed with the Commission as of the date of such Preliminary Prospectus or Prospectus, as the case may be, and any supplements or amendments thereto, filed with the Commission after the date of the filing of the Prospectus under Rule 424(b) or 430A, and prior to be a part thereof at the time termination of effectiveness pursuant to Rule 430B under the Securities Act, is called offering of the “Registration Statement.” Any registration statement filed Shares by the Underwriters. Each of the Company pursuant to Rule 462(b)and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: First Potomac Realty Trust

Introductory. Pieris Pharmaceuticals, Inc.Kentucky Utilities Company, a Nevada corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell to sell, and the several underwriters Underwriters named in Schedule A Section 3 hereof (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock), par value $0.001 per share for whom you are acting as representatives (the “SharesRepresentatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $400,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 5.450% Series due 2033 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Original Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 9 thereto relating to the Bonds, to be dated as of March 1, 2023 (the “Supplemental Indenture,” and the Original Indenture as so amended and supplemented, the “Indenture”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement (No. 333-253290-01) on Form S-3, File No. 333-211844including the related preliminary prospectus or prospectus, including a base prospectus which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Base ProspectusSecurities Act Regulations”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, including all documents incorporated or the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any information schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under or included therein by the Securities ActAct Regulations, is herein called the “Registration Statement.” Any registration statement The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Company pursuant Securities Act Regulations to Rule 462(b)be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Louisville Gas & Electric Co /Ky/)

Introductory. Pieris PharmaceuticalsXxxxxxx Neurosciences, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 5,000,000 shares of its common stock, par value $0.001 0.0001 per share (the “Shares”). The 5,500,000 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 750,000 Shares as provided in Section 2. The additional 825,000 750,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Citigroup Global Markets Inc. and Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives Representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844205764, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 27, 2017 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base

Appears in 1 contract

Samples: Underwriting Agreement (Minerva Neurosciences, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.PPL Corporation, a Nevada Pennsylvania corporation (the “Company”) proposes to issue and sell, and the several Underwriters named in Section 3 hereof (the “Underwriters”), for whom you are acting as representatives (the “Representatives”) propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, an aggregate of 80,000,000 shares of its Common Stock, $0.01 par value (the “Underwritten Securities”). Additionally, the Company proposes to issue and sell to the several underwriters named Underwriters, for the sole purpose of covering over-allotments in Schedule A connection with the sale of the Underwritten Securities, at the option of the Underwriters, up to an additional 12,000,000 shares of its Common Stock, $0.01 par value (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock, par value $0.001 per share (the “SharesOption Securities”). The 5,500,000 Shares Underwritten Securities and any Option Securities are herein referred to be sold by the Company are called as the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“JefferiesSecurities), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a joint automatic shelf registration statement on Form S-3, File NoS-3 (Nos. 333-211844158200 and 333-158200-03), including a base the related preliminary prospectus or prospectuses, which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Base ProspectusSecurities Act Regulations”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”). Such registration statement covers the registration of the Securities under the Securities Act. Promptly after the date of this Agreement, including all documents incorporated or the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Securities that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations that has not been approved in writing by the Company and the Representatives) and includes the documents incorporated by reference therein pursuant to Item 12 of Form S-3 is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments thereto to such time, the exhibits and any information schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under or included therein by the Securities ActAct Regulations, is herein called the “Registration Statement.” Any registration statement The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Company pursuant Securities Act Regulations to Rule 462(b)be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (PPL Corp)

Introductory. Pieris Pharmaceuticals, Inc.Penford Corporation, a Nevada Washington corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 2,000,000 shares of its common stock, par value $0.001 1.00 per share (the “Shares”). The 5,500,000 2,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 300,000 Shares as provided in Section 2. The additional 825,000 300,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” References to the Company’s common stock, including the Offered Shares, include the rights (the “Rights”) to purchase the Company’s Common Stock under the Amended and Restated Rights Agreement (the “Rights Agreement”), dated April 30, 1997, between the Company and Mellon Investor Services LLC (formerly ChaseMellon Shareholder Services, L.L.C.), as rights agent. Jefferies LLC & Company, Inc. (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844, including 144996) and has prepared a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by The preliminary prospectus supplement dated November 26, 2007 describing the Company pursuant Offered Shares and the offering thereof, together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other preliminary prospectus supplement to Rule 462(b)the Base

Appears in 1 contract

Samples: Underwriting Agreement (Penford Corp)

Introductory. Pieris Pharmaceuticals, Inc.Aurora Oil & Gas Corporation, a Nevada Utah corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 16,000,000 shares of its common stockstock (the “Primary Shares”), par value $0.001 .01 per share (the “Shares”). The 5,500,000 Shares to be sold by , of the Company are called and Rubicon Master Fund, a stockholder of the Company (the “Selling Stockholder”) proposes to sell to the Underwriters an aggregate of 8,000,000 Shares (the “Secondary Shares” and together with the Primary Shares, the “Firm Shares.” ”). In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 3,600,000 Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Jxxxxxx Rxxx & Company L.L.C. (“JefferiesJRCO”), Xxxxx KeyBanc Capital Markets, a Division of McDonald Investments, Inc. and Mxxxxx Xxxxxx & Company, LLC and Evercore Group, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, SB-2 (File No. 333-211844137176), including a base prospectus (the “Base Prospectus”) and amendments thereto, and related preliminary prospectuses to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the prospectus, financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term

Appears in 1 contract

Samples: Underwriting Agreement (Aurora Oil & Gas CORP)

Introductory. Pieris Pharmaceuticals, Inc.CECO Environmental Corp., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 1,000,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”), and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 2,348,166 Shares. The 5,500,000 1,000,000 Shares to be sold by the Company and the 2,348,166 Shares to be sold by the Selling Stockholders are collectively called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 502,250 Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC Xxxxxxxxxxx & Co. Inc. (“JefferiesOppenheimer), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844142052), including a base prospectus (the “Base Prospectus”) and amendments thereto, and related preliminary prospectuses to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the prospectus, financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act or the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares or in the form first made available to the Underwriters by the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act, is called the “Prospectus.” Any preliminary prospectus included in the Registration Statement or filed with the

Appears in 1 contract

Samples: Underwriting Agreement (Ceco Environmental Corp)

Introductory. Pieris PharmaceuticalsQTS Realty Trust, Inc., a Nevada Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its Class A common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 Shares to be issued and sold by the Company are being hereinafter called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares Shares, as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Mxxxxxx Lynch, Pierce, Fxxxxx & Sxxxx Incorporated (“Merrill”), J.X. Xxxxxx Securities LLC (“JefferiesJ.X. Xxxxxx)) and Sxxxxx, Xxxxx and Xxxxxxxx & Company, LLC and Evercore Group, L.L.C. Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement on Form S-3, File No. 333-211844210425, including a base prospectus dated March 28, 2016 (including the documents incorporated or deemed to be incorporated by reference therein prior to the time of the execution of this Agreement pursuant to Item 12 of Form S-3 under the Securities Act (as defined below) the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by Such Registration Statement became effective upon filing under Rule 462(e) of the Company pursuant Securities Act. The preliminary prospectus supplement dated March 28, 2016 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to Rule 462(bthe Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.”

Appears in 1 contract

Samples: Underwriting Agreement (QualityTech, LP)

Introductory. Pieris PharmaceuticalsXxxxxxxxx Mortgage, Inc., a Nevada Maryland corporation (the “"Company"), proposes to issue and sell to the several underwriters named in Schedule A 4,000,000 shares (the “Underwriters”"Firm Securities") an aggregate of 5,500,000 shares of its common stock, par value $0.001 0.01 per share ("Securities"), to the “Shares”several underwriters named on Schedule A annexed hereto ("Underwriters"), ---------- for whom Credit Suisse First Boston Corporation ("CSFBC"), ABN AMRO Rothschild LLC, X.X. Xxxxxxx & Sons, Inc. and RBC Xxxx Xxxxxxxx Inc. are acting as representatives ("Representatives"), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 600,000 additional shares ("Optional Securities") of its Securities as set forth below. The 5,500,000 Shares to be sold by Firm Securities and the Company Optional Securities are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are herein collectively called the “Optional Shares"Offered Securities.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. " The Company has prepared and filed filed, in accordance with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale provisions of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, "Act"), with the Securities and Exchange Commission ("Commission") a registration statement on Form S-3, (File No. 333-61966), including a prospectus ("Rule 429 Registration Statement"), with respect to the Offered Securities, which amends pursuant to Rule 429 of the Act the Company's earlier registration statement on Form S-3 (File No. 333-16799) ("Initial Registration Statement") and which incorporates by reference documents which the Company has filed or will file in accordance with the provisions of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (collectively, "Exchange Act"). The Company has prepared a prospectus supplement ("Prospectus Supplement") to the prospectus included as part of the Rule 429 Registration Statement setting forth the terms of the offering, sale and plan of distribution of the Offered Securities and additional information concerning the Company and its business. The Company has furnished to the Representatives, for use by the Underwriters and by dealers, copies of one or more preliminary prospectuses, containing the prospectus included as part of the Rule 429 Registration Statement, as supplemented by a preliminary Prospectus Supplement, and including the documents incorporated in such prospectus by reference (each, "Preliminary Prospectus"), relating to the Offered Securities. Except where the context otherwise requires, the Rule 429 Registration Statement, as amended when it became effective, including all documents filed as part thereof or incorporated by reference therein, and including any information contained in a Prospectus (as defined below) subsequently filed with the Commission pursuant to Rule 424(b) under the Act, is herein called the "Registration Statement," the Registration Statement and the Initial Registration Statement, as amended when it became effective, are herein collectively called the "Registration Statements" and the prospectus, including all documents incorporated therein by reference, included in the Registration Statement, as supplemented by the Prospectus Supplement, in the form filed by the Company with the Commission pursuant to Rule 424(b) under the Act on or before the second business day following the date of this Underwriting Agreement ("Agreement") (or on such other day as the parties may mutually agree), is herein called the "Prospectus." Any reference herein to the Registration Statements, the Prospectus, any Preliminary Prospectus or any amendment or supplement thereto shall be deemed to refer to and include the documents incorporated by reference therein, and any reference herein to the terms "amend," "amendment" or "supplement" with respect to the Registration Statements, the Prospectus or any Preliminary Prospectus shall be deemed to refer to and include the filing after the execution hereof of any document with the Commission deemed to be incorporated by reference therein and therein. For purposes of this Agreement, all references to the Registration Statements, the Prospectus, any information Preliminary Prospectus or to any amendment or supplement thereto shall be deemed to be a part thereof at include any copy filed with the time of effectiveness Commission pursuant to its Electronic Data Gathering Analysis and Retrieval System ("XXXXX"), and such copy shall be identical in content to any Prospectus or Preliminary Prospectus delivered to the Underwriters for use in connection with the offering of the Offered Securities. No document has been or will be prepared or distributed in reliance on Rule 430B 434 under the Securities Act, is called . The Company hereby agrees with the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Thornburg Mortgage Inc)

Introductory. Pieris Pharmaceuticals, Inc.First Potomac Realty Trust, a Nevada corporation Maryland real estate investment trust (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 ____________ shares (the "Firm Shares") of its common stockbeneficial interest, par value $0.001 .001 per share (the "Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 ___________ Common Shares (the "Option Shares"), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies LLC " Ferris, Baker Watts, Incorpoxxxxx (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed "XXX") xxx xgreed to act as representatives representative of the several Underwriters (in such capacity, the “Representatives”"Representative") in connection with the offering and sale of the Offered Shares. To The Company is the extent there are no additional underwriters listed on Schedule Asole general partner of First Potomac Realty Investment Limited Partnership (the "Operating Partnership"), the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, a Delaware limited partnership that serves as the context requiresCompany's primary operating partnership subsidiary. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-11 (File No. 333-211844107172), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement, the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus." All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus or the Prospectus, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR"). Each of txx Xxmpany and the Operating Partnership hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: First Potomac Realty Trust

Introductory. Pieris PharmaceuticalsCertain stockholders named in Schedule II hereto (the “Selling Stockholders”) of FCStone Group, Inc., a Nevada Delaware corporation (the “Company”), proposes propose, severally and not jointly, to issue and sell to the several underwriters named in Schedule A I (the “Underwriters”) an aggregate of 5,500,000 1,865,042 shares (the “Shares”) of its common stock, par value $0.001 0.0001 per share (the “SharesCommon Stock)) of the Company. The 5,500,000 Shares to be sold by the Company are called the BMO Capital Markets Corp. (Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if BMO”) and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Banc of America Securities LLC (“JefferiesBAS), Xxxxx and Company, LLC and Evercore Group, L.L.C. ) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, The terms Representatives and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844144499), including a base prospectus (the “Base Basic Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including amended at the financial statements, exhibits and schedules thereto, in the form in which time it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all the information, if any, deemed pursuant to Rule 430A, 430B or 430C under the Securities Act to be part of the registration statement at the time of its effectiveness (“Rule 430 Information”), is referred to herein as the “Registration Statement”; and as used herein, the term “Preliminary Prospectus” means the Basic Prospectus included in such registration statement as supplemented by the Preliminary Prospectus supplement dated July 31, 2007 specifically relating to the Shares (and any amendments thereto), any prospectus filed with the Commission pursuant to Rule 424(a) under the Securities Act and the prospectus included in the Registration Statement at the time of its effectiveness that omits Rule 430 Information, and the term “Prospectus” means the Basic Prospectus as supplemented by the prospectus supplement in the form first used (or made available upon request of purchasers pursuant to Rule 173 under the Securities Act) in connection with confirmation of sales of the Shares. Any reference in this Agreement to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the effective date of the Registration Statement or the date of such Preliminary Prospectus or the Prospectus, as the case may be and any reference to “amend”, “amendment” or “supplement” with respect to the Registration Statement, the Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission thereunder (collectively, the “Exchange Act”) that are deemed to be incorporated by reference therein therein. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Registration Statement and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under Prospectus. The Company and the Securities Act, is called Selling Stockholders hereby confirm their its agreement with the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (FCStone Group, Inc.)

Introductory. Pieris PharmaceuticalsChordiant Software, Inc., a Nevada Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 [___] shares (the "Firm Shares") ---------- of its common stockCommon Stock, par value $0.001 per share (the "Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [____] Common Shares as provided in Section 2. The additional 825,000 Shares to be sold by (the "Company Option Shares") and the stockholders of the Company pursuant named in Schedule B (collectively, the "Selling ---------- Stockholders") have granted to the Underwriters an option to purchase up to an additional [____] Common Shares (the "Selling Stockholder Option Shares" and, together with the Company Option Shares, the "Option Shares"), each Selling Stockholder selling up to the amount set forth opposite such option are collectively called the “Optional Shares.” Selling Stockholder's name in Schedule B. The Firm Shares and, if and to the extent ---------- such option is options are exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies ". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxx Xxxxxxxx Xxxxxxx and Xxxxxx Xxxxxx Partners LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-1 (File No. 333-21184492187), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of

Appears in 1 contract

Samples: Underwriting Agreement (Chordiant Software Inc)

Introductory. Pieris Pharmaceuticals, Inc.National Storage Affiliates Trust, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 5,000,000 common shares of its common stockbeneficial interest, par value $0.001 0.01 per share (the “Shares”)) of the Company. The 5,500,000 5,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 750,000 Shares as provided in Section 2. The additional 825,000 750,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx ) and Company, Xxxxxx Xxxxxxx & Co. LLC and Evercore Group, L.L.C. (“Xxxxxx Xxxxxxx”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S‑3, File No. 333-211844333‑211570, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)Any

Appears in 1 contract

Samples: Underwriting Agreement (National Storage Affiliates Trust)

Introductory. Pieris PharmaceuticalsNovatel Wireless, Inc., a Nevada Delaware corporation (the “Company), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 4,250,000 shares of its common stockCommon Stock, par value $0.001 per share (the “SharesCommon Stock”); and the stockholders of the Company named in Schedule B (collectively, the “Selling Stockholders”) severally propose to sell to the Underwriters an aggregate of 3,250,000 shares of Common Stock. The 5,500,000 Shares 4,250,000 shares of Common Stock to be sold by the Company and the 3,250,000 shares of Common Stock to be sold by the Selling Stockholders are collectively called the “Firm Common Shares.” ”. In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 600,000 shares of Common Stock and the Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 525,000 shares of Common Stock, each Selling Stockholder selling up to the amount set forth opposite such Selling Stockholder’s name in Schedule B, all as provided in Section 2. The additional 825,000 Shares 600,000 shares to be sold by the Company and the additional 525,000 shares to be sold by the Selling Stockholders pursuant to such option are collectively called the “Optional Common Shares.” ”. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered Common Shares.” Jefferies ”. Banc of America Securities LLC (“JefferiesBAS”), X.X. Xxxxxx Securities Inc. (“X.X. Xxxxxx”), XX Xxxxx and Company& Co., LLC, Xxxxxx Xxxxxx Partners LLC and Evercore Group, L.L.C. ThinkEquity Partners LLC have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844114116), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”), is called the “Registration Statement.” ”. Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the “Prospectus”. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Company and each of the Selling Stockholders hereby confirm their respective agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Underwriting Agreement (Novatel Wireless Inc)

Introductory. Pieris PharmaceuticalsLandcadia Holdings II, Inc., a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 27,500,000 units of its common stock, par value $0.001 per share the Company (the “SharesUnits”). The 5,500,000 Shares 27,500,000 Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 4,125,000 Units as provided in Section 2. The additional 825,000 Shares 4,125,000 Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Jxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Class A Common Stock (the “Warrant(s)”). The shares of Class A Common Stock and Warrants included in the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Representative informs the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a shelf registration statement on Form S-3, File No. 3338-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the K or similar form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) or 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or liquidation; provided, however, that pursuant to Rule 462(bthe Warrant Agreement (as defined below), only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Appears in 1 contract

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.)

Introductory. Pieris PharmaceuticalsMEI Pharma, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 17,500,000 shares of its common stock, par value $0.001 0.00000002 per share (the “Shares”). The 5,500,000 17,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 2,625,000 Shares as provided in Section 2. The additional 825,000 2,625,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Xxxxx Fargo Securities, LLC and Evercore Group, L.L.C. (“Xxxxx Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844238056, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)to

Appears in 1 contract

Samples: Underwriting Agreement (MEI Pharma, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.Affimed N.V., a Nevada corporation company incorporated under the laws of the Netherlands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares of its 11,500,000 common stockshares, par value $0.001 €0.01 per share (the “Common Shares”). The 5,500,000 11,500,000 Common Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 1,725,000 Common Shares as provided in Section 2. The additional 825,000 1,725,000 Common Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC (“Jefferies”), ) and Xxxxx and CompanyFargo Securities, LLC and Evercore Group, L.L.C. (“Xxxxx Fargo”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3F-3, File No. 333-211844207235, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated by reference or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by The preliminary prospectus supplement dated February 12, 2018 describing the Company pursuant Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to Rule 462(bthe Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used

Appears in 1 contract

Samples: Affimed N.V.

Introductory. Pieris PharmaceuticalsOrexigen Therapeutics, Inc., a Nevada Delaware corporation (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters 11,000,000 shares (the UnderwritersFirm Securities”) an aggregate of 5,500,000 shares of its common stock, par value $0.001 per share (“Common Stock”) and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,650,000 additional shares (SharesOptional Securities)) of its Common Stock as set forth below. The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if Securities and to the extent such option is exercised, the Optional Shares Securities are herein collectively called the “Offered Shares.” Jefferies LLC (“JefferiesSecurities), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File S-3 (No. 333-211844183918), including a base the related preliminary prospectus (or prospectuses, covering the “Base Prospectus”) to be used in connection with the public offering and sale registration of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective Securities under the Securities Act of 1933, as amendedamended (the “1933 Act”). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the rules and regulations promulgated thereunder of the Commission under the 1933 Act (collectively, the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule 424(b)”) of the 1933 Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Offered Securities Act”)that omitted the Rule 430B Information is herein called a “preliminary prospectus.” Such registration statement, at any given time, including all exhibits, financial schedules and the documents incorporated or deemed to be incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act, as amended from time to time, and any information the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Actor included therein by 1933 Act Regulations, is herein called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) of the 1933 Act Regulations is herein referred to as the “Rule 462(b) Registration Statement,” and after such filing, if applicable, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Offered Securities, including the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the 1933 Act at the time of the execution of this Agreement and any preliminary prospectuses that form a part thereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system (“XXXXX”). All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “1934 Act”) which is incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (Orexigen Therapeutics, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.Gladstone Commercial Corporation, a Nevada Maryland corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of 5,500,000 4,000,000 shares (the “Shares”) of its common stock6.00% Series G Cumulative Redeemable Preferred Stock, par value $0.001 per share (the “SharesPreferred Stock”). The 5,500,000 Shares to be sold by Company is the Company are called indirect general partner of Gladstone Commercial Limited Partnership (the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“JefferiesOperating Partnership”), Xxxxx and a Delaware limited partnership that serves as the Company’s primary operating partnership subsidiary. Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”), Xxxxxxx Xxxxx & Co. LLC and Evercore GroupX. Xxxxx Securities, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule AA hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844236143, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement, the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 21, 2021 describing the Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Shares and the offering thereof and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.” As used herein, the term “Prospectus” shall mean the final prospectus supplement to the

Appears in 1 contract

Samples: Underwriting Agreement (Gladstone Commercial Corp)

Introductory. Pieris PharmaceuticalsRed Mountain Resources, Inc., a Nevada Florida corporation (the “Company”), proposes proposes, subject to the terms and conditions of this Underwriting Agreement (this “Agreement”), to issue and sell to the several underwriters public and to certain noteholders in cancellation of up to $4.3 million of indebtedness through the Underwriters named in Schedule A hereto (the “Underwriters”) ), on a best efforts basis, up to 500,000 units (the “Units”), consisting of up to an aggregate of 5,500,000 (i) 500,000 shares of its common stock10% Series A Cumulative Redeemable Preferred Stock, par value $0.001 0.0001 per share (the “Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option and (ii) 500,000 warrants to purchase up to an additional 825,000 Shares as provided in Section 212,500,000 shares of common stock of the Company (the “Warrants”). The additional 825,000 Units will not be issued. Rather, the Shares to and Warrants will immediately separate and will be sold by the Company pursuant to such option issued separately. The Units, Shares and Warrants are collectively called referred to as the “Optional SharesSecurities.” The Firm Shares and, if and Warrants will be issued pursuant to the extent such option is exercised, the Optional Shares are collectively called terms of a Warrant Agreement (the “Offered Shares.” Jefferies Warrant Agreement”) to be entered into by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as warrant agent. Global Hunter Securities, LLC (“JefferiesGlobal Hunter), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresSecurities. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-3 (File No. 333-211844186076), including which contains a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered SharesSecurities. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated June 24, 2013 describing the Securities and the offering thereof, together with the Base Prospectus, is called the “Initial Prospectus,” and the Initial Prospectus and any other preliminary prospectus supplement to the Base Prospectus that describes the Securities and the offering of the Units and is used prior to the filing of the Prospectus (as defined below), together with the Base Prospectus, is called a “preliminary prospectus.”

Appears in 1 contract

Samples: Underwriting Agreement (Red Mountain Resources, Inc.)

Introductory. Pieris PharmaceuticalsHandheld Entertainment, Inc., a Nevada Delaware corporation (the ‘‘Company”), ’’) proposes to issue and sell to the several underwriters named in Schedule A I (the ‘‘Underwriters’’) an aggregate of 5,500,000 up to 3,800,000 shares (the ‘‘Firm Shares’’) of its common stockCommon Stock, par value $0.001 0.0001 per share (the “Shares”‘‘Common Stock’’). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 570,000 shares (the ‘‘Optional Shares’’), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered ‘‘Shares.” Jefferies LLC ’’ Newbridge Securities Corporation (“Jefferies”)‘‘Newbridge’’) and Pali Capital, Xxxxx and Company, LLC and Evercore Group, L.L.C. Inc. (‘‘Pali’’) have agreed to act as representatives of the several Underwriters (in such capacity, the ‘‘Representatives’’) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, The terms Representatives and the term “Underwriters” Underwriters shall mean either the singular or the plural, plural as the context requires. The Company understands that the Underwriters propose to undertake a public offering of the Shares pursuant to the terms and conditions of this Agreement. The Company has prepared and filed with the Securities and Exchange Commission (the ‘‘Commission’’) a shelf registration statement on Form S-3, SB-2 (File No. 333-21184433550), including a base prospectus (which contains the “Base Prospectus”) to be used in connection with related preliminary prospectus, or prospectuses, covering the public offering and sale registration of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective Shares under the Securities Act of 1933, as amendedamended (the ‘‘Securities Act’’). Promptly after execution and delivery of this Agreement, the Company will prepare and file a prospectus in accordance with the provisions of Rule 430A (‘‘Rule 430A’’) of the rules and regulations promulgated thereunder of the Commission under the Securities Act (collectively, the ‘‘Securities Act”Act Regulations’’) and paragraph (b) of Rule 424 (‘‘Rule 424(b), including all documents incorporated or ’’) of the Securities Act Regulations. The information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be incorporated by reference therein and any information deemed to be a part thereof of such registration statement at the time of effectiveness it became effective pursuant to paragraph (b) of Rule 430B under 430A is referred to as ‘‘Rule 430A Information.’’ Each prospectus that omitted the Securities ActRule 430A Information, that was used after such effectiveness and prior to the execution and delivery of this Agreement is herein called a ‘‘preliminary prospectus.’’ Such registration statement, including the exhibits, financial statements and any schedules thereto, at the time it became effective, and including the Rule 430A Information, is herein called the ‘‘Registration Statement.’’ Any registration statement filed by the Company pursuant to Rule 462(b) under the 1933 Act Regulations is herein referred to as the ‘‘Rule 462(b) Registration Statement,’’ and from and after the date and time of filing of the Rule 462(b) Registration Statement the term ‘‘Registration Statement’’ shall include the Rule 462(b) Registration Statement. The term ‘‘Prospectus’’ shall mean the final prospectus relating to the Shares that is first filed pursuant to Rule 424(b) under the Securities Act after the date and time that this Agreement is executed and delivered by the parties hereto (the ‘‘Execution Time’’) or, if no filing pursuant to Rule 424(b) under the Securities Act is required, shall mean the form of final prospectus relating to the Shares included in the Registration Statement at the effective date of the Registration Statement. The term ‘‘Statutory Prospectus’’ shall mean any preliminary prospectus, as amended or supplemented, relating to the Shares that is included in the Registration Statement immediately prior to the Initial Sale Time (as defined herein), including any document incorporated by reference therein. All references in this Agreement to the Registration Statement, the Rule 462(b) Registration Statement, any preliminary prospectus, the Prospectus, or any amendments or supplements to any of the foregoing shall be deemed to include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System (‘‘XXXXX’’).

Appears in 1 contract

Samples: Underwriting Agreement (Handheld Entertainment, Inc.)

Introductory. Pieris PharmaceuticalsXxxxxxxxxx Electronics, Inc.Ltd., a Nevada Delaware corporation (the "Company"), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 3,000,000 shares (the "Firm Shares") of its common stockCommon Stock, par value $0.001 .05 per share (the "Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 450,000 Shares (the "Optional Shares"), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the "Offered Shares.” Jefferies LLC " Xxxxxxxxx & Company, Inc. ("Jefferies"), Xxxxxxx Xxxxx and & Company, LLC L.L.C. and Evercore GroupKeyBanc Capital Markets, L.L.C. a division of McDonald Investments Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-1 (File No. 333-211844113568), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement." Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act is called the "Rule 462(b) Registration Statement," and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Offered Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of Jefferies, elected to rely upon Rule 434 under the Securities Act, the term "Prospectus" shall mean the Company's prospectus subject to completion (each, a "preliminary prospectus") dated [ ], 2004 (such preliminary prospectus is called the "Rule 434 preliminary prospectus"), together with the applicable term sheet (the "Term Sheet") prepared and filed by the Company with the Commission under Rules 434 and 424(b) under the Securities Act and all references in this Agreement to the date of the Prospectus shall mean the date of the Term Sheet. All references in this Agreement to (i) the Registration Statement, the Rule 462(b) Registration Statement, a preliminary prospectus, the Prospectus or the Term Sheet, or any amendments or supplements to any of the foregoing, shall include any copy thereof filed with the Commission pursuant to its Electronic Data Gathering, Analysis, and Retrieval system ("XXXXX") and (ii) the Prospectus shall be deemed to include the "electronic Prospectus" provided for use in connection with the offering of the Offered Shares as contemplated by Section 3(k) of this Agreement. The Company hereby confirms its agreements with the Underwriters as follows:

Appears in 1 contract

Samples: Richardson Electronics LTD/De

Introductory. Pieris Pharmaceuticals, Inc.Whitestone REIT, a Nevada corporation Maryland real estate investment trust (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [ ] Class B common shares of its common stockbeneficial interest (the “Firm Shares”), par value $0.001 per share (the “Common Shares”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [ ] Common Shares (the “Optional Shares”), as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC BMO Capital Markets Corp. (“JefferiesBMO)) , Xxxxx and Company, JMP Securities LLC and Evercore GroupXxxxxxxxxx Securities, L.L.C. Inc. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, S-11 (File No. 333-211844333-[ ]), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any required information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” ”. Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the “Rule 462(b) Registration Statement”, and from and after the date and time of filing of the Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. Any preliminary prospectus included in the

Appears in 1 contract

Samples: Underwriting Agreement (Whitestone REIT)

Introductory. Pieris Pharmaceuticals, Inc.Egain Communications Corporation, a Nevada Delaware corporation (the "Company), proposes to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 5,000,000 shares (the "Firm ---------- Shares") of its common stockCommon Stock, par value $0.001 per share (the "Common Shares"). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 750,000 Common Shares (the "Option Shares") as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Option Shares are collectively called the “Offered "Shares.” Jefferies LLC (“Jefferies”)". BancBoston Xxxxxxxxx Xxxxxxxx Inc., Xxxxxxxxx, Xxxxxx & Xxxxxxxx, Inc. and Xxxxx and Company, LLC and Evercore Group, L.L.C. Xxxxx Xxxxxx & Co. have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-1 (File No. 333-21184483439), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act, is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of BancBoston Xxxxxxxxx Xxxxxxxx Inc., elected to rely upon Rule 434 under the Securities Act, the

Appears in 1 contract

Samples: Underwriting Agreement (Egain Communications Corp)

Introductory. Pieris PharmaceuticalsMEI Pharma, Inc., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 28,125,000 shares of its common stock, par value $0.001 0.00000002 per share (the “Shares”). The 5,500,000 28,125,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 4,218,750 Shares as provided in Section 2. The additional 825,000 4,218,750 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxx, Xxxxxxxx & Company, Incorporated (“Stifel”) and Xxxxx Fargo Securities, LLC (“JefferiesXxxxx Fargo), Xxxxx and Company, LLC and Evercore Group, L.L.C. ) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844217645, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated December 16, 2019 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base

Appears in 1 contract

Samples: Underwriting Agreement (MEI Pharma, Inc.)

Introductory. Pieris Pharmaceuticals, Inc.Dynavax Technologies Corporation, a Nevada Delaware corporation (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Agreement, to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter) ), an aggregate of 5,500,000 14,000,000 shares of its common stock, $0.001 par value $0.001 per share (the “SharesCommon Stock”) of the Company (the “Firm Stock”). The 5,500,000 Shares Company also proposes to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called 2,100,000 shares of Common Stock (the “Optional Shares.” Stock”). The Firm Shares and, if Stock and to the extent such option is exercised, the Optional Shares Stock are hereinafter collectively called referred to as the “Offered Shares.” Jefferies LLC (“JefferiesStock), . Xxxxx and Company, LLC (“Cowen”), Evercore Group L.L.C. (“Evercore”) and Evercore GroupXxxxxxx Xxxxx & Company, L.L.C. have agreed to act are acting as the representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives.” A registration statement” on Form S-3, as amended (File No. 333-219781) in connection with the offering and sale respect of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company Stock has prepared and been filed with the Securities and Exchange Commission (the “Commission”) a shelf not earlier than three (3) years prior to the date hereof; such registration statement, and any post-effective amendment thereto, became effective on filing and/or has been declared effective by the Commission in such form; and no stop order suspending the effectiveness of such registration statement on Form S-3or any part thereof has been issued and no proceeding for that purpose has been initiated or threatened by the Commission, File No. 333and no notice of objection of the Commission to the use of such registration statement or any post-211844, including a base prospectus effective amendment thereto pursuant to Rule 401(g)(2) of the rules and regulations (the “Base ProspectusRules and Regulations”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective promulgated under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”)) has been received by the Company (the prospectus filed as part of such registration statement in the form in which it has most recently been filed with the Commission on or prior to the date of this Agreement, is hereinafter called the “Base Prospectus”.) Such registration statement, including all documents incorporated or exhibits thereto, but excluding Form T-1, and including any prospectus supplement relating to the Stock that is filed with the Commission and deemed by virtue of Rule 430B of the Rules and Regulations to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Actsuch registration statement, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)are hereinafter collectively

Appears in 1 contract

Samples: Underwriting Agreement (Dynavax Technologies Corp)

Introductory. Pieris PharmaceuticalsThe stockholders of Nu Skin Enterprises, Inc., a Nevada Delaware corporation (the "Company), proposes named in Schedule B (collectively, the "Selling Stockholders") severally propose to issue and sell to the several underwriters named in Schedule A (the "Underwriters") an aggregate of 5,500,000 17,000,000 shares (the "Firm Common Shares") of its common stockthe Class A Common Stock, par value $0.001 .001 per share (the “Shares”"Common Stock"), of the Company. The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional 825,000 Shares 2,550,000 shares (the "Optional Common Shares") of Common Stock, as provided in Section 2. The additional 825,000 Shares , each Selling Stockholder selling up to be sold by the Company pursuant to amount set forth opposite such option are collectively called the “Optional Shares.” Selling Stockholder's name in Schedule B. The Firm Common Shares and, if and to the extent such option is exercised, the Optional Common Shares are collectively called the “Offered "Common Shares.” Jefferies ". Banc of America Securities LLC (“Jefferies”"BAS"), Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated ("Xxxxxxx Xxxxx") and Company, LLC and Evercore Group, L.L.C. Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx") have agreed to act as representatives of the several Underwriters (in such capacity, the "Representatives") in connection with the offering and sale of the Offered Common Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a shelf registration statement on Form S-3, S-3 (File No. 333-21184490716), including which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became was declared effective by the Commission under the Securities Act of 1933, as amended, 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including all documents incorporated or deemed to be incorporated by reference therein and or any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A or Rule 434 under the Securities Act or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder (collectively, the "Exchange Act"), is called the "Registration Statement.” ". Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act is called the "Rule 462(b) Registration Statement", and from and after the date and time of filing of the Rule 462(b) Registration Statement the term "Registration Statement" shall include the Rule 462(b) Registration Statement. Such prospectus, in the form first used by the Underwriters to confirm sales of the Common Shares, is called the "Prospectus"; provided, however, if the Company has, with the consent of BAS and Xxxxxxx Xxxxx (the

Appears in 1 contract

Samples: Underwriting Agreement (Nu Skin Enterprises Inc)

Introductory. Pieris Pharmaceuticals, Inc.Kentucky Utilities Company, a Nevada corporation organized under the laws of the Commonwealth of Kentucky and the Commonwealth of Virginia (the “Company”), proposes to issue and sell to sell, and the several underwriters Underwriters named in Schedule A Section 3 hereof (the “Underwriters”) an aggregate of 5,500,000 shares of its common stock), par value $0.001 per share for whom you are acting as representatives (the “SharesRepresentatives”), propose, severally and not jointly, to purchase, upon the terms and conditions set forth herein, $300,000,000 aggregate principal amount of the Company’s First Mortgage Bonds, 4.375% Series due 2045 (the “Bonds”) to be issued under an Indenture, dated as of October 1, 2010 (the “Base Indenture”), between the Company and The Bank of New York Mellon, as trustee thereunder (the “Trustee”), as previously amended and supplemented and as to be further amended and supplemented by Supplemental Indenture No. 7 thereto relating to the Bonds, to be dated as of March 1, 2019 (the “Supplemental Indenture,” and the Base Indenture as so amended and supplemented, the “Indenture”). The 5,500,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares as provided in Section 2. The additional 825,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a an automatic shelf registration statement (No. 333-223142-01) on Form S-3, File No. 333-211844including the related preliminary prospectus or prospectus, including a base prospectus which registration statement became effective upon filing under Rule 462(e) (“Rule 462(e)”) of the rules and regulations of the Commission (the “Base ProspectusSecurities Act Regulations”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder amended (collectively, the “Securities Act”). Such registration statement covers the registration of the Bonds under the Securities Act. Promptly after the date of this Agreement, including all documents incorporated or the Company will prepare and file a prospectus in accordance with the provisions of Rule 430B (“Rule 430B”) of the Securities Act Regulations and paragraph (b) of Rule 424 (“Rule 424(b)”) of the Securities Act Regulations. Any information included in such prospectus that was omitted from such registration statement at the time it became effective but that is deemed to be part of and included in such registration statement pursuant to Rule 430B is referred to as “Rule 430B Information.” Each prospectus used in connection with the offering of the Bonds that omitted Rule 430B Information (other than a “free writing prospectus” as defined in Rule 405 of the Securities Act Regulations (“Rule 405”) that has not been approved in writing by the Company and the Representatives), including any related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3, is herein called a “preliminary prospectus.” Such registration statement, at any given time, including the amendments or supplements thereto to such time, the exhibits and any information schedules thereto at such time, the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act at such time and the documents otherwise deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under or included therein by the Securities ActAct Regulations, is herein called the “Registration Statement.” Any registration statement The Registration Statement at the time it originally became effective is herein called the “Original Registration Statement.” The final prospectus in the form first furnished to the Underwriters for use in connection with the offering of the Bonds, including the related prospectus supplement and the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act as of the date hereof, is herein called the “Prospectus.” For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval (“XXXXX”) system. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement, any preliminary prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in or otherwise deemed by the Company pursuant Securities Act Regulations to Rule 462(b)be a part of or included in the Registration Statement, any preliminary prospectus or the Prospectus, as the case may be; and all references in this Agreement to amendments or supplements to the Registration Statement, any preliminary prospectus or the Prospectus shall be deemed to mean and include the filing of any document under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) which is incorporated by reference in or otherwise deemed by the Securities Act Regulations to be a part of or included in the Registration Statement, such preliminary prospectus or the Prospectus, as the case may be.

Appears in 1 contract

Samples: Underwriting Agreement (LG&E & KU Energy LLC)

Introductory. Pieris Pharmaceuticals, Inc.NewLink Genetics Corporation, a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 4,000,000 shares of its common stock, par value $0.001 0.01 per share (the “Shares”). The 5,500,000 4,000,000 Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 600,000 Shares as provided in Section 2. The additional 825,000 600,000 Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC & Company, Inc. (“Jefferies”)) and Xxxxxx, Xxxxx and Xxxxxxxx & Company, LLC and Evercore Group, L.L.C. Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. This Agreement is effective as of January 30, 2013 (the “Agreement Date”). The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3, File No. 333-211844333‑185721, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A or 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The preliminary prospectus supplement dated January 29, 2013 describing the Offered Shares and the offering thereof (the “Preliminary Prospectus Supplement”), together with the Base Prospectus, is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus supplement to the Base Prospectus in preliminary form that describes the Offered Shares and the offering thereof and is used prior to

Appears in 1 contract

Samples: Underwriting Agreement (Newlink Genetics Corp)

Introductory. Pieris Pharmaceuticals, Inc.Forum Merger III Corporation, a Nevada Delaware corporation (the “Company”), proposes proposes, upon the terms and subject to the conditions set forth in this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 shares 25,000,000 units of its common stock, par value $0.001 per share the Company (the “SharesPublic Units”). The 5,500,000 Shares 25,000,000 Public Units to be sold by the Company are called the “Firm SharesSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 Shares 3,750,000 Public Units as provided in Section 2. The additional 825,000 Shares 3,750,000 Public Units to be sold by the Company pursuant to such option are collectively called the “Optional SharesSecurities.” The Firm Shares Securities and, if and to the extent such option is exercised, the Optional Shares Securities are collectively called the “Offered SharesSecurities.” Jefferies Xxxxxxxxx LLC (“Jefferies”), Xxxxx and Company, LLC and Evercore Group, L.L.C. have ) has agreed to act as representatives the representative of the several Underwriters (in such capacity, the “RepresentativesRepresentative”) in connection with the offering and sale of the Offered SharesSecurities for sale to the public as contemplated in the Prospectus (as defined below) (the “Offering”). To the extent there are no additional underwriters listed on Schedule A, the term “RepresentativesRepresentative” as used herein shall mean you, as UnderwritersUnderwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. Each Public Unit consists of one share of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”), and one-third of one redeemable warrant, each whole warrant entitling the holder to purchase one share of Class A Common Stock (the “Public Warrant(s)”). The shares of Class A Common Stock and the Public Warrants included in the Public Units will not trade separately until the 52nd day following the date of the Prospectus (unless the Representative informs the Company has prepared and filed of its decision to allow earlier separate trading), subject to (a) the Company’s preparation of an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited balance sheet with the Securities and Exchange Commission (the “Commission”) on a shelf registration statement on Form S-3, File No. 3338-211844, including a base prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the K or similar form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company that includes such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will begin. Each whole Public Warrant entitles its holder, upon exercise, to purchase one share of Class A Common Stock for $11.50 per share, subject to adjustment as described in the Prospectus, during the period commencing on the later of 30 days after the completion of an initial Business Combination (as defined below) and 12 months from the date of the closing of the Offering and terminating on the five-year anniversary of the date of the completion of such initial Business Combination or earlier upon redemption or Liquidation (as defined below); provided, however, that pursuant to Rule 462(bthe Warrant Agreement (as defined below), a fractional warrant may not be exercised, so that only a whole warrant may be exercised at any given time by a holder thereof. As used herein, the term “Business Combination” (as described more fully in the Registration Statement (as defined below)) shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger III Corp)

Introductory. Pieris Pharmaceuticals, Inc.SQZ Biotechnologies Company, a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [●] shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 [●] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [●] Shares as provided in Section 2. The additional 825,000 [●] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies LLC BofA Securities, Inc. (“JefferiesBofA”), Xxxxx Evercore Group L.L.C. (“Evercore”) and Xxxxxx, Xxxxxxxx & Company, LLC and Evercore Group, L.L.C. Incorporated (“Stifel”) have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S-1, File No. 333-211844, including 249422 which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule

Appears in 1 contract

Samples: Underwriting Agreement (SQZ Biotechnologies Co)

Introductory. Pieris Pharmaceuticals, Inc.Immune Design Corp., a Nevada Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of 5,500,000 [_______] shares of its common stock, par value $0.001 per share (the “Shares”). The 5,500,000 [__________] Shares to be sold by the Company are called the “Firm Shares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional 825,000 [_______] Shares as provided in Section 2. The additional 825,000 [________] Shares to be sold by the Company pursuant to such option are collectively called the “Optional Shares.” The Firm Shares and, if and to the extent such option is exercised, the Optional Shares are collectively called the “Offered Shares.” Jefferies Xxxxxxxxx LLC, Leerink Partners LLC (“Jefferies”), and Xxxxx and Company, LLC and Evercore Group, L.L.C. have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered Shares. To the extent there are no additional underwriters listed on Schedule A, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Company has prepared and filed with the Securities and Exchange Commission (the “Commission”) a shelf registration statement on Form S-3S‑1, File No. 333-211844, including 203241 which contains a base form of prospectus (the “Base Prospectus”) to be used in connection with the public offering and sale of the Offered Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including all documents incorporated or deemed to be incorporated by reference therein and any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430B 430A under the Securities Act, is called the “Registration Statement.” Any registration statement filed by the Company pursuant to Rule 462(b)) under the Securities Act in connection with the offer and sale of the Offered Shares is called the “Rule 462(b) Registration Statement,” and from and after the date and time of filing of any such Rule 462(b) Registration Statement the term “Registration Statement” shall include the Rule 462(b) Registration Statement. The prospectus, in the form first used by the Underwriters to confirm sales of the

Appears in 1 contract

Samples: Underwriting Agreement (Immune Design Corp.)

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