Introductory. Connect Biopharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Connect Biopharma Holdings LTD)
Introductory. Connect Biopharma Tudou Holdings Limited, an exempted a company incorporated in the Cayman Islands with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters [—] American depositary shares (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each ADS representing [•—] Class B ordinary shares, par value $0.000174 per share, shares of the Company at par value US$0.0001 per share (each an “Ordinary ShareShares”) and ▇▇. ▇▇▇▇ Wei (together with First Easy Group Limited, a company duly incorporated under the laws of the British Virgin Islands (“First Easy”), which is wholly controlled by ▇▇. ▇▇▇▇ Wei, the “Selling Shareholder”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [—] ADSs (such [—] ADSs being hereinafter referred to as the “Firm Securities”). The Company also agrees to issue and sell (as applicable) to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•—] additional ADSs (the “Optional Securities”). The Firm Securities and the Optional Securities, in each case including the underlying Ordinary Shares are herein collectively called the “Offered Securities”. The Offered Securities purchased by the Underwriters will be evidenced by American depositary receipts (“ADRs”) to be issued pursuant to a deposit agreement dated as of [—], 2011 (the “Deposit Agreement”) to be entered into among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the ADRs. Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. shall act as representative (the “Representatives”) of the Underwriters. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC and Deutsche Bank Securities Inc. (the “Designated Underwriter”) have agreed to reserve out of the Firm Securities purchased by them under this Agreement, an aggregate of not more than [—] ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final 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 ADSs.” In addition, the Company has granted Designated Underwriter pursuant to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters Directed Share Program (the “Directed Shares”) shall will be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs sold by the Underwriters (the “Directed Share Program”) Designated Underwriter pursuant to this Agreement at initial public offering price, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Authority Inc. (the “FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedUNITED FINANCIAL MORTGAGE CORP., an exempted company with limited liability incorporated under the laws of the Cayman Islands Illinois corporation (the “"Company”"), proposes to issue and sell 800,000 shares of its authorized but unissued Common Stock, no par value (the "Firm Common Stock") to you, or if there be any so named, to the several underwriters named in Schedule A annexed hereto (the “"Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”"), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”)for whom you are acting as representative. The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted proposes to grant to you or to the Underwriters Underwriters, as the case may be, an option to purchase up to an aggregate of 120,000 additional [•] ADSs shares of Common Stock (the "Optional Common Shares"), as provided in Section 25 hereof. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Common Shares and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Common Shares are hereinafter collectively called referred to as the “"Common Shares.” Unless the context otherwise requires, each reference to the Firm ADSs" In addition, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇Company proposes to sell to ▇▇▇▇▇ LLC Financial Services, Inc. warrants (“Jefferies”), SVB Leerink LLC, "Underwriter's Warrants") to purchase 80,000 (up-to 92,000 if the over-allotment option is exercised) pursuant to an Underwriter's Warrant Purchase Agreement between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited Financial Services, Inc. You have agreed to act as representatives of advised the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular Company that you or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be, propose to make a public offering of their respective portions of the Common Shares on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is advisable. The Company hereby confirms its agreements with respect to the purchase of the Common Shares by you or the Underwriters, as the case may be, as follows.
Appears in 1 contract
Sources: Underwriting Agreement (United Financial Mortgage Corp)
Introductory. Connect Biopharma Holdings LimitedPrologis Euro Finance LLC, an exempted company with a Delaware limited liability incorporated under the laws of the Cayman Islands company (the “CompanyIssuer”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇M▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇L▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have (the “Underwriter”), €300,000,000 aggregate principal amount of the Issuer’s Floating Rate Notes due 2022 (the “Debt Securities”). The Underwriter has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) sole manager in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” Securities (as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, as the context requiresdefined below). The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs Securities will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement an indenture, dated as of [•]August 1, 2021 2018 (as defined below) (the “Deposit AgreementBase Indenture”), among the CompanyIssuer, Deutsche Bank Trust Company AmericasPrologis, L.P., a Delaware limited partnership, as depositary the parent guarantor (the “DepositaryParent Guarantor” and, together with the Issuer, the “Transaction Parties”), and U.S. Bank National Association, as trustee (the holders from time “Trustee”), as supplemented by the first supplemental indenture, dated as of August 1, 2018 (the “First Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), among the Issuer, the Parent Guarantor, the Trustee and Elavon Financial Services DAC, UK Branch, as paying agent (the “Paying Agent”), providing for the issuance of debt securities in one or more series, all of which will be entitled to time the benefit of the ADRs evidencing the ADSs issued thereunderGuarantees referred to below. The Company shall, following subscription by Securities will be issued in book-entry form and registered in the Underwriters name of the Firm ADSs and, if applicable, the Optional ADSs, deposit, a common depositary or its nominee on behalf of Clearstream Banking, S.A., (“Clearstream”) and Euroclear Bank SA/NV, as operator of the UnderwritersEuroclear System (“Euroclear”). Pursuant to the Indenture, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian Parent Guarantor has agreed to irrevocably and unconditionally guarantee on a senior basis (the “Depositary CustodianGuarantees” and, together with the Debt Securities, the “Securities”), to each holder of Debt Securities, (i) for the Depositary, which shall deliver such ADSs to the Representatives for the account full and prompt payment of the several Underwriters for subsequent delivery to the other several Underwriters or the investorsprincipal of and any premium, if any, on any Debt Securities when and as the case may besame shall become due, whether at the maturity thereof, by acceleration, redemption or otherwise and (ii) the full and prompt payment of any interest on any Debt Securities when and as the same shall become due and payable.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedCrescent Energy OpCo LLC, an exempted company with a Delaware limited liability incorporated under the laws of the Cayman Islands company (the “Company”), proposes to issue repurchase (the “Repurchase”) from Independence Energy Aggregator L.P., a Delaware limited partnership (the “Holder”), units representing membership interests in the Company (“Units”), on the terms and sell subject to the conditions set forth herein. The Company and the Holder agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holder of its redemption right described in Section 3.6(a)(i) of the Amended and Restated Limited Liability Company Agreement of the Company, dated as of December 7, 2021 (the “LLC Agreement”), and the exercise by the Company of its cash election right described in Section 3.6(a)(iii) of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including Crescent (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Crescent Energy Company, a Delaware corporation and the managing member of the Company (“Crescent”), is entering into an underwriting agreement, dated as of the date hereof (the “Underwriting Agreement”), with the Holder and ▇▇▇▇▇ Fargo Securities, LLC and Evercore Group L.L.C., as representatives of the several underwriters named in Schedule A listed therein (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary sharespursuant to which the Holder has agreed to sell to the several Underwriters 12,000,000 shares (the “Firm Shares”) of Crescent’s Class A common stock, par value $0.000174 0.0001 per share, of share (the Company (each an “Ordinary ShareClass A Common Stock”). The [•] ADSs Holder has also agreed to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters several Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,800,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called shares (the “Optional Shares,” and and, together with the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunderClass A Common Stock. The Company shall, following subscription by hereby confirms its agreements with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, Holder as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: Repurchase Agreement (Independence Energy Aggregator L.P.)
Introductory. Connect Biopharma Holdings LimitedPermian Resources Operating, an exempted company with LLC, a Delaware limited liability incorporated under the laws of the Cayman Islands company (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A repurchase (the “UnderwritersRepurchase”) an aggregate from each of [•] American Depositary Shares NGP XI US Holdings, L.P. (“ADSsNGP XI”), each NGP Pearl Holdings II, L.L.C. (“NGP Pearl”) and Luxe Energy, LLC (“Luxe” and, collectively with NGP XI and NGP Pearl, the “Holders”), common units representing [•] ordinary shareslimited liability company interests in the Company (“Units”), par value $0.000174 per shareon the terms and subject to the conditions set forth herein. The Company and the Holders agree that the Repurchase contemplated hereby is being effected in lieu of the exercise by the Holders of their redemption rights described in Section 11.01 of the Sixth Amended and Restated Limited Liability Company Agreement of the Company, dated as of September 1, 2022 (the “LLC Agreement”), and the exercise by the Company of its right of Cash Settlement (as defined in the LLC Agreement) described in Section 11.01 of the LLC Agreement in connection with the offering contemplated by the Underwriting Agreement (as defined below). The parties hereto (including the Corporation (as defined below)) further approve and consent to the transactions contemplated hereby. Concurrently with this Repurchase Agreement (this “Agreement”), Permian Resources Corporation, a Delaware corporation and the managing member of the Company (each an the “Ordinary ShareCorporation”). The [•] ADSs to be sold by , is entering into an underwriting agreement, dated as of the Company are called date hereof (the “Firm ADSsUnderwriting Agreement”), with the Holders and ▇.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares▇. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink Securities LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. BofA Securities, Inc. and China International Capital Corporation Hong Kong Securities Limited have agreed to act Truist Securities, Inc., as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters therein (the “Directed Underwriters”), pursuant to which the Holders have agreed to sell to the several Underwriters 21,450,000 shares (the “Firm Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectivelyCorporation’s Class A Common Stock, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters par value $0.0001 per share (the “Directed Share ProgramClass A Common Stock”) subject ). The Holders also agreed to sell to the terms of this Agreementseveral Underwriters, at the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf option of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian an aggregate of not more than 3,217,500 additional shares (the “Depositary CustodianOptional Shares” and, together with the Firm Shares, the “Offered Shares”) for of Class A Common Stock. The Company hereby confirms its agreements with the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, Holders as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedA▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares 2,500,000 shares (the “ADSsFirm Shares”), each representing [•] ordinary shares) of its Common Stock, par value $0.000174 0.01 per share, of share (the Company (each an “Ordinary ShareCommon Stock”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs 375,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Shares and, if and to the extent such option is exercised, the Optional ADSs Shares, are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares”. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International RBC Capital Markets Corporation Hong Kong Securities Limited 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 ADSsShares. To As more fully described in the extent there are no additional underwriters listed on Schedule A heretoRegistration Statement (as defined below), the term Company has agreed to purchase all of the outstanding capital stock of DLS Drilling, Logistics & Services Corporation (“Representatives” as used herein shall mean youDLS”), pursuant to a stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock of DLS, as Underwritersdescribed in the Registration Statement, is referred to herein as the “Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement; (ii) offer and sell the Notes pursuant to a purchase agreement dated , 2006 between the Company, the guarantors and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] initial purchasers named therein; and (iii) enter into an amendment of the Firm ADSs to be purchased by the Underwriters its $25.0 million senior secured credit facility (the “Directed SharesBank Credit Facility”) shall be reserved for sale to certain eligible directors, officers and employees ). These transactions (but not including the offering of the Company Securities contemplated by this Agreement and persons having business relationships with the Company (collectively, Registration Statement) are collectively referred to herein as the “ParticipantsTransactions.”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Allis Chalmers Energy Inc.)
Introductory. Connect Biopharma Holdings Jumei International Holding Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 9,500,000 American Depositary Shares (“ADSs”), each ADS representing [•] 9,500,000 Class A ordinary shares, par value $0.000174 0.00025 per share, share (the “Ordinary Shares”) of the Company (each an the “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than 1,425,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”), subject to the terms and conditions stated herein. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of [—], 2014 among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, as depositary (the “Depositary”), and the holders and beneficial holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderADSs. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 764,750 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Company shall, following subscription Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters of as set forth in the Firm ADSs and, if applicableGeneral Disclosure Package and the Final Prospectus. In separate concurrent private placement offerings, the Optional ADSs, deposit, on behalf of the UnderwritersCompany sold Ordinary Shares to General Atlantic Singapore Fund Pte. Ltd. (collectively, the Shares represented by such ADSs with Deutsche Bank AG“Private Placement Purchaser”) pursuant to the Share Subscription Agreement dated as of May 6, Hong Kong Branch, as custodian 2014 (the “Depositary CustodianPrivate Placement”) for in accordance with Regulation S under the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, Securities Act (as the case may bedefined below).
Appears in 1 contract
Sources: Underwriting Agreement (Jumei International Holding LTD)
Introductory. Connect Biopharma Genetron Holdings Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (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 (the “Underwriters”) Underwriters an aggregate of [•●] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [•●] ordinary shares, par value $0.000174 US$0.00002 per share, share of the Company (each an “Ordinary ShareShares”). The aggregate of [•●] ADSs to be sold by the Company are called hereinafter referred to as the “Firm ADSs.” In addition, the Securities”. The Company has granted also agrees to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional aggregate of not more than [•] ADSs as provided in Section 2. The additional [•●] ADSs to be sold by the Company pursuant to such option are collectively called the cover over-allotments (“Optional ADSs.” Securities”), as set forth below. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•●], 2021 2020 (the “Deposit Agreement”), ) among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, as depositary Depositary (the “Depositary”), and the owners and holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderunder the Deposit Agreement. The Company shall, following subscription by Each ADS will initially represent the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the right to receive [●] Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedLinktone Ltd., an exempted company with limited liability incorporated under the laws of the a Cayman Islands corporation (the “Company”"COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several underwriters named in Schedule A Underwriters (the “Underwriters”as defined below) an aggregate of [•] o (the "FIRM ADSs") American Depositary Shares (“"ADSs”"), each representing [•] ten ordinary shares, par value $0.000174 US$0.0001 per share, of the Company (each an “Ordinary Share”"ORDINARY SHARE"). The [•] , consisting of o ADSs to be sold by the Company are called and o ADSs to be sold by the “Firm ADSs.” In addition, Selling Shareholders. The Company also proposes to issue and sell and the Company has granted Selling Shareholders propose to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than o ADSs as provided in Section 2. The additional [•] (the "OPTIONAL ADSs"), consisting of o ADSs to be sold by the Company pursuant and o ADSs to such option are collectively called be sold by the “Optional ADSs.” Selling Shareholders, as set forth below. The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called collectively referred to as the “Optional Shares"OFFERED SECURITIES,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context " which term, unless otherwise requiresspecified, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesOrdinary Shares underlying the Firm ADSs and the Optional ADSs. ▇▇▇▇▇▇▇▇▇ LLC It is understood that, on the terms and subject to the conditions hereinafter stated (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed i) o Firm ADSs (the "U.S. FIRM ADSs") will be sold to act as representatives of the several U.S. Underwriters named in Schedule B hereto (in such capacity, the “Representatives”"U.S. UNDERWRITERS") in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the such U.S. Firm ADSs in the United States and Canada to be purchased by the Underwriters United States and Canadian Persons (as such terms are defined below) (the “Directed Shares”"U.S. OFFERING") shall and (ii) o Firm ADSs (the "INTERNATIONAL FIRM ADSs") will be reserved for sold to the several International Underwriters named in Schedule C hereto (the "INTERNATIONAL UNDERWRITERS") in connection with the offering and sale of such International Firm ADSs outside the United States and Canada, [including to professional and institutional investors in Hong Kong and to certain eligible directors, officers corporate investors outside the United States and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters Canada] (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations"INTERNATIONAL OFFERING"). The Directed Share Program Credit Suisse First Boston LLC shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters act as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts representative (the “ADRs”"U.S. REPRESENTATIVE") to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several U.S. Underwriters; Credit Suisse First Boston (Hong Kong) Limited shall act as representative (the "INTERNATIONAL REPRESENTATIVE") of the several International Underwriters. The U.S. Underwriters for subsequent delivery and the International Underwriters are hereinafter collectively referred to the other several Underwriters or the investors, as the case may be"UNDERWRITERS." The U.S. Representative and the International Representative are hereinafter
Appears in 1 contract
Introductory. Connect Biopharma Taomee Holdings Limited, an exempted company with limited liability incorporated under the laws of the a Cayman Islands company (the “Company”), proposes ) agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters, for whom you are acting as representatives (the “UnderwritersRepresentatives”) ), an aggregate of [•—] American Depositary Shares (“ADSs”), each ADS representing [•] 20 ordinary shares, par value $0.000174 US$0.00002 per shareshare (the “Ordinary Shares”), of the Company (each an such [—] ADSs being referred to as the “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than [—] additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Securities”. Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares. ▇▇▇▇▇▇▇▇▇ LLC (,” “JefferiesOptional Shares” and “Offered Shares”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale pursuant to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs agreement will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), to be entered into among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing ADSs. As part of the ADSs issued thereunderoffering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to [—] ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Company shall, following subscription Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters of as set forth in the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedAdvanced Emissions Solutions, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a 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 [•] American Depositary Shares (“ADSs”)600,000 shares of common stock, each representing [•] ordinary shares, $0.001 par value $0.000174 per share, (the “Common Stock”) of the Company. The aggregate of 600,000 shares so proposed to be sold is hereinafter referred to as the “Firm Stock.” The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 90,000 shares of Common Stock (each an the “Ordinary ShareOptional Stock”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Stock and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares Stock are hereinafter collectively called referred to as the “SharesStock.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act ) is acting as representatives representative of the several Underwriters (and in such capacitycapacity is hereinafter referred to as the “Representative.” Pursuant to an Agreement and Plan of Merger, the “Representatives”) in connection with Company replaced ADA-ES, Inc. as the offering and sale of the Offered ADSspublicly-held corporation effective July 1, 2013. To the extent there are no additional underwriters listed on Schedule A heretoOn July 3, 2013, the term “Representatives” as used herein shall mean youCompany filed a post-effective amendment to the ADA-ES Registration Statement dated January 28, 2011, as Underwritersamended, in order to assume the ADA-ES Registration Statement as a successor issuer. The SEC declared the post-effective amendment to such registration statement effective on July 18, 2013. As used herein, the terms “the Company”, “we”, “us” and “our” mean ADA-ES, Inc. for the periods through and including the period ended June 30, 2013, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory AuthorityAdvanced Emissions Solutions, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) its subsidiaries for the Depositaryperiods after June 30, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be2013.
Appears in 1 contract
Sources: Underwriting Agreement (Advanced Emissions Solutions, Inc.)
Introductory. Connect Biopharma Holdings LimitedSogou Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule SCHEDULE A hereto (the “Underwriters”) ), an aggregate of [•] 45,000,000 American Depositary Shares (“ADSs”), each ADS representing [•] one Class A ordinary sharesshare, par value $0.000174 US$0.001 per share, share (the “Ordinary Shares”) of the Company (each an the “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than 6,750,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”), subject to the terms and conditions stated herein. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). The ADSs are to be issued pursuant to a deposit agreement (the “Deposit Agreement”), dated as of November [·], 2017 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. The Company hereby acknowledges that, as part of the proposed offering of the Offered ADSs, it has requested ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC (“Jefferies”)& Co., SVB Leerink LLC, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed has agreed, to act as representatives of the several Underwriters administer a directed share program (in such capacity, the “RepresentativesDirected Share Program”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that under which up to [•·] ADSs, or approximately [·]% of the Firm ADSs to be purchased by the Underwriters (the “Directed SharesADSs”) ), shall be reserved for sale to certain eligible purchase at the initial public offering price by the Company’s directors, officers executive officers, employees, business associates and employees members of the Company and persons having business relationships with their families as designated by the Company (collectively, the “Participants”), ) as part of the distribution of the Offered ADSs Securities by the Underwriters (the “Directed Share Program”) Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall number of ADSs available for sale to the general public will be administered by [•]. To reduced to the extent that the Participants purchase Directed Shares are ADSs. The Underwriters may offer any Directed ADSs not orally confirmed for purchase purchased by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the general public by on the Underwriters same basis as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beOffered ADSs being sold hereunder.
Appears in 1 contract
Sources: Underwriting Agreement (Sogou Inc.)
Introductory. Connect Biopharma Holdings LimitedThe Great Atlantic & Pacific Tea Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Maryland corporation (the “Company”), subject to the terms and conditions stated herein and pursuant to (i) the Share Lending Agreement (the “BANA Share Lending Agreement”), dated December 12, 2007, between the Company and Bank of America, N.A. (the “BANA Borrower”) and (ii) the Share Lending Agreement (the “▇▇▇▇▇▇ Share Lending Agreement” and, together with the BANA Share Lending Agreement, the “Share Lending Agreements”), dated December 12, 2007, between the Company and ▇▇▇▇▇▇ Brothers International (Europe) Limited (“▇▇▇▇▇▇ Borrower”), proposes to issue and sell lend to the several underwriters named BANA Borrower and the ▇▇▇▇▇▇ Borrower (collectively, the “Borrowers”), affiliates of Banc of America Securities LLC (“BAS”) and ▇▇▇▇▇▇ Brothers Inc. (“▇▇▇▇▇▇”), respectively, acting severally and not jointly, as a share loan pursuant to and upon the terms of the respective Share Lending Agreements, the respective amounts set forth in Schedule A of up to 8,134,002 shares of common stock (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSsShares”), each representing [•] ordinary shares, par value $0.000174 1.00 per share, of the Company (each an the “Ordinary ShareCommon Stock”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” BANA Borrower and the Firm ▇▇▇▇▇▇ Borrower will transfer or sell the borrowed Shares to BAS and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC , respectively, who will each sell the borrowed Shares to the public as an underwriter (each, an “JefferiesUnderwriter” and collectively, the “Underwriters”), SVB Leerink LLC, ▇▇▇▇▇ ▇. BAS and ▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) of the several Underwriters in connection with the offering and sale of the Offered ADSsShares. To Concurrently with the extent there are no additional underwriters listed on Schedule A heretoissuances of the Shares (the “Offering”), the term “Representatives” as used herein shall mean youCompany, in an offering registered under the Securities Act of 1933, as Underwritersamended, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters rules and regulations promulgated thereunder (the “Directed SharesAct”) shall be reserved for sale by means of a prospectus supplement, is offering (the “Notes Offering”) up to certain eligible directors, officers and employees $150.0 million in aggregate principal amount of the Company Company’s 5.125% Convertible Senior Notes due 2011 (the “2011 Notes”) and persons having business relationships $230.0 million in aggregate principal amount of the Company’s 6.75% Convertible Senior Notes due 2012 (the “2012 Notes” and, together with the Company (collectively2011 Notes, the “ParticipantsNotes”). Banc of America Securities LLC, as part an affiliate of the distribution BANA Borrower, and ▇▇▇▇▇▇ Brothers, Inc., an affiliate of the Offered ADSs by ▇▇▇▇▇▇ Borrower, are acting as representatives of the Underwriters several underwriters in the Notes Offering. The Company has granted the underwriters in the Notes Offering an option to purchase up to an additional $15.0 million in aggregate principal amount of its 5.125% Convertible Senior Notes due 2011 and an additional $25.0 million in aggregate principal amount of its 6.75% Convertible Senior Notes due 2012 aggregate principal amount of the Notes to cover over-allotments, if any. The Company is also entering into one or more convertible note hedge transactions with affiliates of the underwriters for the Notes Offering (the “Directed Share ProgramHedge Transactions”) subject (the transactions hereunder, the Notes Offering and the transactions pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares Hedge Transactions are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered referred to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit AgreementTransactions”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by hereby confirms its agreements with the Underwriters of and the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, Borrowers as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: Underwriting Agreement (Great Atlantic & Pacific Tea Co Inc)
Introductory. Connect Biopharma Holdings LimitedAdagene Inc., an exempted a company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes ) agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several underwriters named Underwriters ordinary shares, par value US$0.0001 per share of the Company (“Ordinary Shares”), in Schedule A (the “Underwriters”) an aggregate form of [•·] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing ) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [•·] ordinary shares, par value $0.000174 per share, Ordinary Shares in the form of the Company (each an “Ordinary Share”)[·] ADSs. The aggregate of [•·] ADSs to be sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSsShares.” The Firm ADSs and, if and Company also agrees to sell to the extent such Underwriters, at the option is exercisedof the Underwriters, an aggregate of not more than [·] Ordinary Shares in the form of [·] ADSs (“Optional Shares”), as set forth below. The Firm Shares and the Optional ADSs Shares are herein collectively called the “Offered ADSsShares.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•·], 2021 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary Depositary (the “Depositary”), and the beneficial owners and holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderunder the Deposit Agreement. The Company shall, following subscription by Each ADS will initially represent the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the right to receive [·] Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedVisionChina Media Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] to issue and sell 13,500,000 American Depositary Shares (the “ADSs”), each ADS representing [•] ordinary one of the Company’s common shares, par value $0.000174 0.0001 per share, of share (“Common Shares”) (such ADSs hereinafter referred to as the Company (each an “Ordinary ShareFirm Securities”). The [•] ADSs to be sold by shareholders of the Company are called the listed in Schedule B hereto (“Firm ADSs.” In additionSelling Shareholders”) agree to sell severally, the Company has granted to the Underwriters Underwriters, at the option of the Representatives, an option to purchase up to an aggregate of not more than 2,025,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the SharesCommon Shares underlying such Securities. ▇▇The Company hereby acknowledges that, as part of the offering contemplated by this Agreement, it has requested ▇▇▇▇▇▇▇ LLC (“Jefferies”)Lynch, SVB Leerink LLCPierce, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters ▇▇▇▇▇ Incorporated (in such capacity, the “RepresentativesDesignated Underwriter”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved under this Agreement, up to 675,000 ADSs, for sale to certain eligible directors, officers the Company’s business associates and employees of the Company and other persons having business relationships with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter at the purchase price set forth on the cover page of the Final Prospectus subject to the terms of this Agreement, a side letter between the Company and the Designated Underwriter, the applicable rules, regulations and interpretations of the Financial Industry Regulatory AuthorityAuthority (formerly known as the National association of Securities Dealers, Inc. (Inc.) ( the “FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed for purchase by the Participants 9:00 A.M. New York City time by the end of the first business day after the date of this Agreement, such Directed Shares may Agreement will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs purchased by the Underwriters will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•], 2021 2007 (the “Deposit Agreement”), to be entered into among the Company, Deutsche The Bank Trust Company Americasof New York, as depositary (the “Depositary”), and the holders all owners and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedCharm Communications Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] to issue and sell to the Underwriters 7,812,500 American Depositary Shares (the “ADSs”), each representing [•] 15,625,000 Class A ordinary shares, par value $0.000174 US$0.0001 per shareshare (the “Class A Ordinary Shares”), of the Company (each an “Ordinary Share”)Company. The [•] aggregate of 7,812,500 ADSs representing 15,625,000 Class A Ordinary Shares to be sold by the Company are is herein called the “Firm ADSs.” In addition, Securities”. The shareholder of the Company has granted named in Schedule B hereto (the “Selling Shareholder”) also proposes to sell, severally, to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,171,875 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called representing 2,343,750 Class A Ordinary Shares (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” Securities”. The Class A Ordinary Shares represented by the Firm ADSs Securities are hereinafter herein called the “Firm Shares,” and the Class A Ordinary Shares represented by the Optional ADSs Securities are hereinafter herein called the “Optional Shares,” ”, and the Firm Shares and the Optional Shares are hereinafter herein collectively called the “Offered Shares.” Unless ”. The ADSs are to be issued pursuant to a deposit agreement (the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesDeposit Agreement”), SVB Leerink LLCto be dated as of [Ÿ], 2010, among the Company, JPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and holders and beneficial owners from time to time of the American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have Co (the “Designated Underwriter”) has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to 390,625 ADSs, for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed ADSs”) will be sold by the Designated Underwriter pursuant to this Agreement at the initial public offering price, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) and all other applicable laws, rule rules and regulations. The Any Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are ADSs not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedGRAVITY Co., an exempted company Ltd., a corporation with limited liability incorporated established under the laws of the Cayman Islands The Republic of Korea (the “Company”"COMPANY"), proposes to issue and sell and the persons listed in Schedule A hereto (the "SELLING SHAREHOLDERS") propose to sell to the several underwriters named in Schedule A Underwriters (the “Underwriters”as defined below) an aggregate of [•] 9,300,000 American Depositary Shares (“the "FIRM ADSs”"), each representing [•] ordinary one fourth of one common shares, par value $0.000174 W500 per share, of the Company (each an “Ordinary Share”a "COMMON SHARE"). The [•] , consisting of 6,510,000 American Depositary Shares ("ADSs") to be sold by the Company and 2,790,000 ADSs to be sold by the Selling Shareholders. The Company are called the “Firm ADSs.” In addition, the Company has granted also proposes to issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than 1,396,000 ADSs as provided in Section 2(the "OPTIONAL ADSs"). The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called collectively referred to as the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context "OFFERED SECURITIES", which term, unless otherwise requiresspecified, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of Common Shares underlying the Firm ADSs and the Optional ADSs. The Common Shares to be purchased represented by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs Securities will be evidenced by American Depositary Receipts (the “"ADRs”") to be issued pursuant to a deposit agreement the Deposit Agreement dated as of [•]February ___, 2021 2004 (the “Deposit Agreement”"DEPOSIT AGREEMENT"), among the Company, Deutsche The Bank Trust Company Americasof New York, as depositary (the “Depositary”"DEPOSITARY"), and the holders and beneficial holders from time to time of the ADRs evidencing the ADSs issued thereunderADRs. The Company shall, following subscription by and the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs Selling Shareholders hereby agree with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to named in Schedule B hereto (the other several Underwriters or the investors, "UNDERWRITERS") as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings Uxin Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule SCHEDULE A hereto (the “Underwriters”) ), an aggregate of [•] 38,000,000 American Depositary Shares (“ADSs”), each ADS representing [•] 114,000,000 ordinary shares, par value $0.000174 US$0.0001 per share, share (the “Ordinary Shares”) of the Company (each an the “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than 5,700,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”), subject to the terms and conditions stated herein. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares”). ▇▇▇▇▇▇▇▇▇ LLC The ADSs are to be issued pursuant to a deposit agreement (the “JefferiesDeposit Agreement”), SVB Leerink LLCdated as of [·], 2018 among the Company, The Bank of New York Mellon, as depositary (the “Depositary”), and holders and beneficial holders from time to time of the American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs. As part of the offering contemplated by this Agreement, the underwriters have agreed to reserve out of the Firm Securities purchased by them under this Agreement, up to 5% of the Firm Securities, for sale to the some of the Company’s directors, officers, employees, business associates and related persons as deignated by the Company (collectively, “Participants”) under a directed share program (the “Directed Share Program”) administered by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters plc (in such capacity, the “RepresentativesDesignated Underwriter”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you), as Underwriters, set forth in the General Disclosure Package (as defined herein) and the term Final Prospectus (as defined herein) under the heading “Underwriters” shall mean either the singular or the plural, as the context requiresUnderwriting”. The Underwriters agree that up to [•] of the Firm ADSs Securities to be purchased sold by the Underwriters Designated Underwriter and its affiliates pursuant to the Directed Share Program (the “Directed Shares”) shall will be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Uxin LTD)
Introductory. Connect Biopharma Holdings LimitedBavarian Nordic A/S, an exempted company with a public limited liability incorporated company organized and existing under the laws of the Cayman Islands Kingdom of Denmark (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 [•] American Depositary Shares (“ADSs”), each representing [•·] ordinary shares, par nominal value $0.000174 DKK 10 per share, of the Company (each an the “Ordinary ShareShares”) to be delivered in the form of an aggregate of [·] American Depositary Shares of the Company (“ADSs”). The aggregate of [•·] ADSs so proposed to be sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, the ”. The Company has granted also proposes to issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•·] Ordinary Shares to be delivered in the form of up to an additional [·] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called collectively referred to as the “Optional SharesOffered ADSs”. The Ordinary Shares to be delivered in the form of Firm ADSs are hereinafter referred to as the “Firm Stock,” and the Firm Ordinary Shares and to be delivered in the form of Optional Shares ADSs are hereinafter referred to as “Optional Stock”, and the Firm Stock and the Optional Stock are herein collectively called referred to as the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Stock”. The Offered ADSs and the Stock represented thereby are herein also includes collectively referred to as the Shares“Securities”. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ) and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with . The Stock will, following subscription by the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued deposited pursuant to a deposit agreement dated agreement, as of [•], 2021 amended through the date hereof (the “Deposit Agreement”), to be dated on or prior the Closing Date (as defined below), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial holders from time to time of the ADRs American Depositary Receipts (the “ADRs”) issued by the Depositary evidencing the ADSs issued thereunderADSs. Each Offered ADS will initially represent one-third of a share of Stock deposited pursuant to the Deposit Agreement. The Company shallparties hereto agree that in order to facilitate the transactions contemplated by this Agreement, following subscription by the Underwriters one or more of the Firm ADSs and, if applicable, Representatives shall execute and deliver to the Optional ADSs, deposit, Company one or more subscription lists on behalf of the UnderwritersUnderwriters included on Schedule F and, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of upon the several Underwriters for subsequent delivery becoming the owners of their respective shares of Firm Stock or Optional Stock, as applicable, the applicable Representative(s) shall deposit such Stock with the Depositary against issuance of ADSs and/or ADRs evidencing ADSs in accordance with the terms of the Deposit Agreement. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The price to the other several Underwriters or public of the investors, as Stock and the case may beOffered ADSs has been fixed through a book-building process immediately prior to the signing of this Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Qunar Cayman Islands Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 11,111,000 American Depositary Shares (the “ADSs”), each ADS representing [•] three (3) the Company’s Class B ordinary shares, par value $0.000174 0.001 per shareshare (the “Ordinary Shares”) of the Company, and, at the election of the Underwriters, the Company agrees to issue and sell, and the shareholder of the Company named in Schedule B hereto (each the “Selling Shareholder”) agrees to sell, subject to the terms and conditions stated herein and at the election of the Underwriters, to the Underwriters an “Ordinary Share”)aggregate of 1,666,650 ADSs. The [•] aggregate of 11,111,000 ADSs to be sold by the Company are called hereinafter referred to as the “Firm ADSs.Securities,” In addition, and the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] aggregate of 1,666,650 ADSs to be sold by the Company pursuant and the Selling Shareholder at the election of the Underwriters are hereinafter referred to such option are collectively called as the “Optional ADSsSecurities.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC underlying Ordinary Shares (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed hereinafter referred to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering Firm Shares,” “Optional Shares” and sale of the “Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”respectively), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderADSs. The Company shallAs part of the offering contemplated by this Agreement, following subscription by the Underwriters Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm ADSs andSecurities purchased by them under this Agreement, if applicableup to 1,111,100 ADSs, for sale to the Company’s directors, officers, employees, business associates and related persons as designated by the Company (collectively, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch“Participants”), as custodian set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Depositary CustodianDirected Share Program”). The Firm Securities to be sold by the Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the Depositary, end of the business day on which shall deliver such ADSs this Agreement is executed will be offered to the Representatives for public by the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beUnderwriters.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedNightstar Therapeutics plc, an exempted a public limited company with limited liability incorporated under the laws of England and Wales, and previously known as Nightstar Therapeutics Limited, a private limited company incorporated under the Cayman Islands laws of England and Wales (collectively, the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•●] American Depositary Shares (“ADSs”), each representing [•] one ordinary sharesshare, par nominal value $0.000174 £0.01 per share, of the Company (each an “Ordinary Share”). The [•●] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•●] ADSs as provided in Section 2. The additional [•●] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC (“Leerink”) and China International BMO Capital Corporation Hong Kong Securities Limited Markets Corp. (“BMO”) 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters Representatives agree that up to [•2%] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall be administered by [•]Jefferies LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be dated as of [•●], 2021 2017 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shallhas prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1, following subscription File No. 333-220289 with respect to the Shares underlying the Offered ADSs, which contains a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs. 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 any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 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 ADSs 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 and the Depositary have prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-220343) relating to the Offered ADSs. 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 is called the “F-6 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 thereunder (collectively, the “Exchange Act”), a registration statement (as amended, the “Exchange Act Registration Statement”) on Form 8-A (File No. [●]) under the Exchange Act to register, under Section 12(b) of the Exchange Act, the class of securities consisting of the Ordinary Shares. The prospectus, in the form first used by the Underwriters to confirm sales of the Firm Offered ADSs andor 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 [●], describing the Offered ADSs and the offering thereof is called the “Preliminary Prospectus,” and the Preliminary Prospectus and any other prospectus in preliminary form that describes the Offered ADSs and the offering thereof and is used prior to the filing of the Prospectus is called a “preliminary prospectus.” As used herein, “Applicable Time” is [●][a.m.][p.m.] (New York City time) on [●], 2017. As used herein, “free writing prospectus” has the meaning set forth in Rule 405 under the Securities Act, and “Time of Sale Prospectus” means the Preliminary Prospectus, together with the free writing prospectuses, if applicableany, identified in Schedule B hereto and the Optional ADSspricing information identified in Schedule C hereto. As used herein, deposit“Road Show” means a “road show” (as defined in Rule 433 under the Securities Act) relating to the offering of the Offered ADSs contemplated hereby that is a “written communication” (as defined in Rule 405 under the Securities Act). As used herein, “Section 5(d) Written Communication” means each written communication (within the meaning of Rule 405 under the Securities Act) that is made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong BranchCompany to one or more potential investors that are qualified institutional buyers (“QIBs”) and/or institutions that are accredited investors (“IAIs”), as custodian (such terms are respectively defined in Rule 144A and Rule 501(a) under the “Depositary Custodian”) for Securities Act, to determine whether such investors might have an interest in the Depositary, which shall deliver such ADSs to the Representatives for the account offering of the several Underwriters for subsequent delivery Offered ADSs; “Section 5(d) Oral Communication” means each oral communication, if any, made in reliance on Section 5(d) of the Securities Act by the Company or any person authorized to act on behalf of the other several Underwriters Company made to one or more QIBs and/or one or more IAIs to determine whether such investors might have an interest in the investors, as offering of the case may be.Offered ADSs; “Marketing Materials” means
Appears in 1 contract
Sources: Underwriting Agreement
Introductory. Connect Biopharma Holdings LimitedContinental Airlines, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “"Company”"), proposes to issue and sell to the several underwriters named in Schedule A Lehman Brothers Inc. (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC "Initial Purchaser") $250,000,000 aggregate principal amount of its 9 1/2 % Senior Notes due 2001 (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. the "Notes") on the terms and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 requiresconditions stated herein. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares Notes are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement an indenture to be dated as of [•]December 10, 2021 1996 (the “Deposit Agreement”), among "Indenture") between the Company, Deutsche Bank Trust Company Americas, as depositary and the trustee named therein (the “Depositary”"Trustee"), and . Capitalized terms used but not defined herein have the holders from time meanings to time of be assigned to them in the ADRs evidencing Offering Memorandum (as defined below) or the ADSs issued thereunderIndenture. The Company shall, following subscription by understands that the Underwriters Initial Purchaser proposes to make an offering of the Firm ADSs andNotes on the terms, if applicablesubject to the conditions and in the manner to be set forth in the Offering Memorandum and Section 4 hereof, as soon as the Optional ADSs, deposit, on behalf Initial Purchaser deems advisable after this Agreement has been executed and delivered. The holders of the UnderwritersNotes will be entitled to the benefits of a Registration Rights Agreement, in a form reasonably satisfactory to the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian Initial Purchaser (the “Depositary Custodian”"Registration Rights Agreement"), pursuant to which the Company will file a registration statement (the "Registration Statement") for with the Depositary, which shall deliver Securities and Exchange Commission (the "Commission") registering the Exchange Notes referred to in such ADSs to Registration Rights Agreement (the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters "Exchange Notes") or the investors, Notes under the Securities Act. The Company hereby agrees with the Initial Purchaser as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings Limitedargenx SE, an exempted a Dutch European public company with limited liability incorporated under the laws of the Cayman Islands (Societas Europaea or SE), (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•·] ordinary shares, nominal value €0.10 per share (the “Ordinary Shares”) of the Company to be delivered in the form of an aggregate of [·] American Depositary Shares of the Company (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The aggregate of [•·] ADSs so proposed to be issued and sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, the The Company has granted also proposes to issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•·] Ordinary Shares to be delivered in the form of up to an additional [·] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are hereinafter collectively called referred to as the “Offered ADSs.” The Offered ADSs and the Ordinary Shares represented by the Firm underlying such ADSs are hereinafter called collectively referred to as the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesSecurities”. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“Jefferies”), SVB Leerink LLC, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such being delivered in the form of the Offered ADSs with Deutsche ING Bank AG, Hong Kong Branch, N.V. as custodian (the “Depositary Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver such the Offered ADSs to the Representatives Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated May 17, 2017 (the “Deposit Agreement”) by and among the Company, the Depositary and the holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the Representatives deem advisable after this Agreement has been executed and
Appears in 1 contract
Sources: Underwriting Agreement (Argenx Se)
Introductory. Connect Biopharma Holdings Limitedargenx SE, an exempted a Dutch European public company with limited liability incorporated under the laws of the Cayman Islands (Societas Europaea or SE), (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•·] ordinary shares, nominal value €0.10 per share (the “Ordinary Shares”) of the Company to be delivered in the form of an aggregate of [·] American Depositary Shares of the Company (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The aggregate of [•·] ADSs so proposed to be issued and sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, the The Company has granted also proposes to issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•·] Ordinary Shares to be delivered in the form of up to an additional [·] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are hereinafter collectively called referred to as the “Offered ADSs.” The Offered ADSs and the Ordinary Shares represented by the Firm underlying such ADSs are hereinafter called collectively referred to as the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesSecurities”. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“Jefferies”), SVB Leerink LLC, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such being delivered in the form of the Offered ADSs with Deutsche ING Bank AG, Hong Kong Branch, N.V. as custodian (the “Depositary Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver such the Offered ADSs to the Representatives Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated [•], 2017 (the “Deposit Agreement”) by and among the Company, the Depositary and the holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the Representatives deem advisable after this Agreement has been executed and
Appears in 1 contract
Sources: Underwriting Agreement (Argenx Se)
Introductory. Connect Biopharma Holdings LimitedNightstar Therapeutics plc, an exempted a public limited company with limited liability incorporated under the laws of England and Wales, and previously known as Nightstar Therapeutics Limited, a private limited company incorporated under the Cayman Islands laws of England and Wales (collectively, the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•●] American Depositary Shares (“ADSs”), each representing [•] one ordinary sharesshare, par nominal value $0.000174 £0.01 per share, of the Company (each an “Ordinary Share”). The [•●] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•●] ADSs as provided in Section 2. The additional [•●] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Partners LLC (“Leerink”) and China International BMO Capital Corporation Hong Kong Securities Limited Markets Corp. (“BMO”) 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters Representatives agree that up to [•2%] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall be administered by [•]▇▇▇▇▇▇▇▇▇ LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be dated as of [•●], 2021 2017 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Nightstar Therapeutics LTD)
Introductory. Connect Biopharma Holdings LimitedPinduoduo Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (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 (the “Underwriters”) Underwriters an aggregate of [•[ ] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [•] four Class A ordinary sharesshares of the Company, par value $0.000174 US$0.000005 per share, share of the Company (each an “Ordinary ShareShares”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called ) (the “Firm Shares,” and such ADSs, the “Firm ADSs”). The Company also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [ ] ADSs, each representing four Class A Ordinary Shares represented by the Optional ADSs are hereinafter called (the “Optional Shares,” and such ADSs, the “Optional ADSs”), as set forth below. The Firm Shares and the Optional Shares are hereinafter herein collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•]July 25, 2021 2018 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company Americas, as depositary Depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing the ADSs issued thereunderunder the Deposit Agreement. Each ADS will initially represent the right to receive four Ordinary Shares deposited pursuant to the Deposit Agreement. Concurrently with the issuance and offering of the Offered Shares, the Company is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement US$[ ] aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2025 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C. and BofA Securities, Inc. are acting as underwriters (collectively the “Note Underwriters”) in the concurrent offering of the Notes. The Company shall, following subscription by has granted the Notes Underwriters an option to purchase up to an additional US$[ ] aggregate principal amount of the Firm ADSs and, if applicable, Notes. The Company and the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by Note Underwriters will be entering into an underwriting agreement with respect to such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beconcurrent offering.
Appears in 1 contract
Introductory. Connect Biopharma E-House (China) Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”"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 (the “Underwriters”) an aggregate of [•-] American Depositary Shares (“ADSs”"ADSS"), each ADS representing [•] one ordinary sharesshare of the Company, par value $0.000174 US$0.001 per shareshare (collectively, "ORDINARY SHARES") and the shareholders listed in Schedule B hereto ("SELLING SHAREHOLDERS") propose to sell severally an aggregate of the Company (each an “Ordinary Share”). The [•-] ADSs to be (together with the ADSs being sold by the Company are called being hereinafter referred to as the “Firm ADSs.” In addition"FIRM SECURITIES"). Jun Heng Investment Limited, one of the Company has granted Selling Shareholders agrees to sell to the Underwriters Underwriters, at the option of the Representatives, an option to purchase up to an aggregate of not more than [-] additional [•] ADSs as provided in Section 2(the "OPTIONAL SECURITIES"). The additional [•] ADSs to be sold by Firm Securities and the Company pursuant to such option Optional Securities are herein collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” "OFFERED SECURITIES". Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in Ordinary Shares underlying such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 requiresSecurities. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”"ADRS") to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•]August 7, 2021 2007 (the “Deposit Agreement”"DEPOSIT AGREEMENT"), entered into among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”"DEPOSITARY"), and the holders all owners and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (E-House (China) Holdings LTD)
Introductory. Connect Biopharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands The shareholders listed in Schedule I hereto (the “CompanySelling Shareholders”), proposes ) propose severally to issue and sell to the several underwriters named in Schedule A II hereto (the “Underwriters”) an aggregate of [•] 10,000,000 American Depositary Shares (each an “ADSsADS” and collectively, “Firm Securities”), each ADS representing [•] six of the Company’s ordinary shares, par value $0.000174 US$ 0.000001 per shareshare (“Ordinary Shares”) of Actions Semiconductor Co., Ltd., a Cayman Islands company (the “Company”). Certain of the Company Selling Shareholders propose to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,500,000 additional ADSs (each an such 1,500,000 additional ADSs being hereinafter referred to as the “Ordinary ShareOptional Securities”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” Securities”. It is understood that, subject to the conditions hereinafter stated: (a) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of such Offered Securities in the United States and Canada (the “U.S. Offering”) and (b) certain Offered Securities will be sold to the Underwriters in connection with the offering and sale of such Offered Securities outside the United States and Canada (the “International Offering”) to persons other than United States and Canadian persons in compliance with Regulation S of the United States Securities Act of 1933 (the “Act”). The Ordinary Shares represented ADSs purchased by the Firm ADSs are hereinafter called Underwriters will be evidenced by American Depositary Receipts (“ADRs”) issued pursuant to a Deposit Agreement dated as of December 5, 2005 (the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesDeposit Agreement”), SVB Leerink LLCamong the Company, JPMorgan Chase Bank, as depositary (the “Depositary”), and all holders from time to time of the ADRs. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. International Limited and China International Capital Corporation Hong Kong Securities Limited have agreed to Citigroup Global Markets Inc. shall act as the representatives of the several Underwriters (in such capacity, the “Representatives”) in connection of the Underwriters. The Company has filed with the offering Securities and sale Exchange Commission (the “Commission”) a registration statement, including a prospectus, relating to the Offered Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to be part of the Offered ADSs. To registration statement at the extent there are no time of effectiveness pursuant to Rule 430A under the Securities Act of 1933, as amended (the “Securities Act”), is hereinafter referred to as the “Registration Statement”; the prospectus in the form first used to confirm sales of 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 hereinafter referred to as the “Prospectus.” If the Company has filed an abbreviated registration statement to register additional underwriters listed on Schedule A heretosecurities pursuant to Rule 462(b) (“Rule 462(b)”) under the Securities Act (the “Rule 462 Registration Statement”), then any reference herein to the term “Representatives” as used herein shall mean you, as Underwriters, and the term “UnderwritersRegistration Statement” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up be deemed to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, include such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beRule 462 Registration Statement.
Appears in 1 contract
Sources: Underwriting Agreement (Actions Semiconductor Co., Ltd.)
Introductory. Connect Biopharma Holdings LimitedMDxHealth SA, an exempted company with a limited liability incorporated company (naamloze vennootschap/société anonyme) organized under the laws of the Cayman Islands Belgium (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•] 10,000,000 American Depositary Shares of the Company (“ADSs”), ) each representing [•] ten (10) fully paid ordinary shares, par shares to be issued without nominal value $0.000174 per share, of (the Company (each an “Ordinary ShareShares”). The [•] aggregate of 10,000,000 ADSs so proposed to be sold by the Company are called is hereinafter referred to as the “Firm Offered ADSs.” In addition, the ”. The Company has granted also proposes to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3(b) hereof, up to an additional [•] 1,500,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” ”). The Firm Offered ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called collectively referred to as the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesSecurities”. ▇▇▇▇▇ and Company, LLC and ▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act Company, L.L.C. are acting as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term ” or “Representativesyou” as used herein shall mean you, as Underwriters, and the term or “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participantsyour”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such being delivered in the form of the Offered ADSs with Deutsche ING Bank AG, Hong Kong Branch, S.A. as custodian (the “Depositary Custodian”) for The Bank of New York Mellon (the “Depositary”) in Belgium, which shall deliver such the Offered ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or for subsequent delivery to the investorsultimate investors that subscribed for such ADSs. Each ADS will represent ten (10) fully paid Ordinary Shares, and may be evidenced by American Depositary Receipts (“ADRs”), to be issued by the Depositary, pursuant to the deposit agreement dated as of November 8, 2021 (the “Deposit Agreement”) by and among the Company, the Depositary and the owners and holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the case may beRepresentatives deem advisable after this Agreement has been executed and delivered. The price to the public of the Offered ADSs has been fixed through a book-building process immediately prior to the signing of this Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedVisionChina Media Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] to issue and sell to the Underwriters 1,000,000 American Depositary Shares (the “ADSs”), each ADS representing [•] ordinary one of the Company’s common shares, par value $0.000174 0.0001 per share, share (“Common Shares”) of the Company and the shareholders of the Company named in Schedule B hereto (each the “Selling Shareholders”) agree with the Underwriters to sell, severally and not jointly, to the Underwriters, an “Ordinary Share”)aggregate of 7,000,000 ADSs representing 7,000,000 Common Shares. The [•] aggregate of 8,000,000 ADSs representing 8,000,000 Common Shares to be sold by the Company are and the Selling Shareholders is herein called the “Firm ADSs.” In additionSecurities”. The Company also proposes to issue and sell and the Selling Shareholders also propose to sell, the Company has granted severally and not jointly, to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,200,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called representing 1,200,000 Common Shares (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” Securities”. The Ordinary Common Shares represented by the Firm ADSs Securities are hereinafter herein called the “Firm Shares,” and the Ordinary Common Shares represented by the Optional ADSs Securities are hereinafter herein called the “Optional Shares,” ”, and the Firm Shares and the Optional Shares are hereinafter herein collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•]December 6, 2021 2007 (the “Deposit Agreement”), entered into among the Company, Deutsche The Bank Trust Company Americasof New York, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) for issued by the Depositary, which shall deliver such ADSs Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive one Common Share deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings China Xiniya Fashion Limited, an exempted limited liabilities company with limited liability incorporated under the laws of established in the Cayman Islands (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 [•______] American Depositary Shares depositary shares (“ADSs”), each ) representing [•______] ordinary shares, par value $0.000174 [______] per share, share (the “Ordinary Shares”) of the Company (each an “Ordinary Share”)Company. The [•] ADSs so proposed to be sold by the Company are called hereinafter referred to as the “Firm ADSs.” In addition”. At the election of the Underwriters, the Company has granted and the Selling Shareholders listed in Schedule B hereto propose, subject to the terms and conditions stated herein, to sell to the Underwriters an option to purchase aggregate of up to an [______] additional ADSs, representing [•______] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called Ordinary Shares (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are hereinafter collectively called referred to as the “Offered ADSs.” ”. The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” ”, the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Offered Shares.” ”. Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesOrdinary Shares underlying the ADSs. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act ) is acting as representatives representative of the several Underwriters (and in such capacity, capacity is hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), to be dated as of November [•], 2010, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) for issued by the Depositary, which shall deliver such ADSs to Depositary and evidencing the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beADSs.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedPinduoduo Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (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 (the “Underwriters”) Underwriters an aggregate of [•] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [•] four Class A ordinary sharesshares of the Company, par value $0.000174 US$0.000005 per share, share of the Company (each an “Ordinary ShareShares”) and the shareholders listed in Schedule B hereto (“Selling Shareholders”) agree, subject to the terms and conditions stated herein, severally with the Underwriters to sell to the several Underwriters an aggregate of [•] Ordinary Shares in the form of [•] ADSs (together, the “Firm Shares”). The Company and the Selling Shareholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Shares”), as set forth below. The Firm ADSs and, if Shares and to the extent such option is exercised, the Optional ADSs Shares are herein collectively called the “Offered ADSsShares”. The Company and the Selling Shareholders are hereinafter sometimes collectively referred to as the “Sellers.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•]July 25, 2021 2018 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company Americas, as depositary Depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing the ADSs issued thereunderunder the Deposit Agreement. The Company shall, following subscription by Each ADS will initially represent the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the right to receive four Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
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Introductory. Connect Biopharma Holdings LimitedDynagas LNG Partners LP, an exempted company with a limited liability partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Partnership”) and Dynagas Finance Inc., a corporation incorporated under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Finance Inc.” and, together with the Cayman Islands Partnership, the “Issuers”), agree with the several Underwriters named in Schedule A hereto (the “CompanyUnderwriters”), proposes for whom you are acting as representatives (the “Representatives”), pursuant to the terms of this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A Underwriters (the “UnderwritersOffering”) an $[—] aggregate principal amount of their [•] American Depositary Shares —]% Senior Notes due 2019 (the “ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary ShareInitial Notes”). The [•] ADSs Issuers also propose to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted grant to the Underwriters an option to purchase up to an $[—] aggregate principal amount of additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called —]% Senior Notes due 2019 (the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm SharesOption Notes,” the Ordinary Shares represented by Initial Notes and the Optional ADSs are Option Notes being hereinafter called collectively referred to as the “Optional Shares,” and the Firm Shares and Optional Shares Notes”). The Notes are hereinafter collectively called to be issued under a Base Indenture (the “Shares.” Unless Base Indenture”) dated as of September [—], 2014, by and among the context otherwise requiresIssuers and [—], each reference to as Trustee (the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesTrustee”), SVB Leerink LLCas supplemented by a Supplemental Indenture thereto, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act be dated as representatives of the several Underwriters Closing Date (in such capacityas defined herein) (the “Supplemental Indenture” and, together with the Base Indenture, the “RepresentativesIndenture”) in connection with the offering and sale of the Offered ADSs). To the extent there are no additional underwriters Underwriters listed on in Schedule A heretoother than you, the term “Representatives” Representatives as used herein shall mean you, as Underwriters, and the term “Underwriters” terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
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Introductory. Connect Biopharma Holdings LimitedBEST Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 53,560,000 American Depositary Shares (“ADSs”), each ADS representing [•] one Class A ordinary sharesshare, par value $0.000174 US$0.01 per share, share (the “Ordinary Shares”) of the Company Company, and the shareholders listed in Schedule B hereto (each the “Selling Shareholders”) severally and not jointly agree, subject to the terms and conditions stated herein, to sell to the Underwriters an “Ordinary Share”)aggregate of 8,540,000 ADSs. At the election of the Underwriters, certain of the Selling Shareholders (to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an aggregate of 9,315,000 additional ADSs. The [•] aggregate of 62,100,000 ADSs to be sold by the Company and the Selling Shareholders are called hereinafter referred to as the “Firm ADSs.Securities,” In addition, and the Company has granted to the Underwriters an option to purchase aggregate of up to an 9,315,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant certain Selling Shareholders are hereinafter referred to such option are collectively called as the “Optional ADSsSecurities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited . The Underwriters have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale reserve a portion of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved them under this Agreement for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company business associates and persons having business relationships with other parties related to the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations). The Directed Share Program shall be administered by [•]▇.▇. To ▇▇▇▇▇▇ Securities LLC (with respect to Directed Shares (as defined below) offered in the extent that United States) and CLSA Limited (with respect to Directed Shares offered outside of the United States) (together, the “DSP Underwriters”). The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares are not confirmed orally confirmed or in writing for purchase by any Participant by 9:00 A.M. (New York City time) on the Participants by the end of the first business day after following the date of this Agreement, such Directed Shares may Agreement will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of , 2017 among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
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Sources: Underwriting Agreement (BEST Inc.)
Introductory. Connect Biopharma Holdings LimitedToys “R” Us Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “Company”), proposes to issue and sell up to the several underwriters named in Schedule A $400,000,000 aggregate initial public offering price of its 7.375% Notes Due 2018 (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary ShareSecurities”). The [•] ADSs to Securities will be sold by issued in one series as senior unsecured indebtedness under an Indenture (the “Indenture”) dated as of May 28, 2002 between the Company are called and The Bank of New York, as Trustee (the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2Trustee”). The additional [•] ADSs to be sold Company will offer the Securities through an underwriting syndicate managed by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs andCitigroup Global Markets Inc. and Wachovia Capital Markets, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in such capacitytogether, the “Representatives”). The Company has, as of the date hereof, entered into an agreement (the “Terms Agreement”) in connection with providing for the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as UnderwritersSecurities to, and the term purchase and offering thereof by, the Representatives and the other underwriters named in the Terms Agreement, (the “Underwriters,” which term shall mean either include the singular or the pluralRepresentatives, as the context requireswell as any Underwriter substituted pursuant to Section 8 hereof). The Underwriters agree that up Terms Agreement, attached hereto as Exhibit A, specifies the name of each Underwriter participating in the offering (subject to [•] substitution as provided in Section 8 hereof), the aggregate principal amount of Securities which each such Underwriter severally agrees to purchase, the Firm ADSs price at which the Securities are to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented form, time, date and place of delivery and payment of the Securities and the other material variable terms of the Securities. This offering of Securities through the Underwriters will be governed by such ADSs with Deutsche Bank AG, Hong Kong Branchthis Underwriting Agreement, as custodian (supplemented by the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beTerms Agreement.
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Introductory. Connect Biopharma Holdings LimitedMereo BioPharma Group plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 09481161 (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•●] ordinary shares, nominal value £0.003 each (the “Ordinary Shares”), of the Company (the “Firm Shares”) and [●] American Depositary Shares (“ADSs”), each representing [•●] ordinary shares, par value $0.000174 per share, of Ordinary Shares (the Company (each an “Ordinary ShareFirm ADSs”). The [•] Firm Shares and the Firm ADSs are collectively hereinafter referred to be sold by the Company are called as the “Firm ADSsSecurities.” In addition, the The Company has granted also proposes to issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•●] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” ”). The Firm ADSs Securities and, if and to the extent such option is exercised, the Optional ADSs are collectively called referred to herein as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs or and the Offered ADSs Securities herein also includes the SharesOrdinary Shares represented by the ADSs. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. BMO Capital Markets Corp. (“BMO”) and China International RBC Capital Corporation Hong Kong Securities Limited have agreed to act Markets LLC are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement agreement, dated as of [•], 2021 on or about the Closing Date (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Deutsche Bank AGCitibank N.A., Hong Kong London Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
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Introductory. Connect Biopharma Holdings LimitedTiziana Life Sciences plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 03508592 (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A 1 attached hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•] 3,333,333 American Depositary Shares (“ADSs”), each representing [•] five (5) ordinary shares, par nominal value $0.000174 per share, of £0.03 each (the Company (each an “Ordinary ShareShares”) (the “Firm ADSs”). The [•] ADSs Company also proposes to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•] 499,999 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional Option ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional Option ADSs are collectively called referred to herein as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional Option ADSs or and the Offered ADSs Securities herein also includes the SharesOrdinary Shares represented by the ADSs. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”)ThinkEquity, SVB Leerink LLCa division of Fordham Financial Management, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act Inc. is acting as representatives representative of the several Underwriters (and in such capacity, capacity is hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement agreement, dated on or about the Closing Date (as of [•], 2021 defined in Section 3 hereof) (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional Option ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Deutsche Bank AGJPMorgan Chase Bank, Hong Kong BranchN.A., as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Mindray Medical International Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A ▇▇▇▇▇▇▇▇▇ & Company, Inc. (the “UnderwritersUnderwriter”) an aggregate of [•] 4,000,000 American Depositary Shares depositary shares (the “ADSs”), each ) representing [•] 4,000,000 Class A ordinary shares, par value $0.000174 HK$0.001 per share, of share (the Company (each an “Ordinary ShareShares”). The [•] 4,000,000 ADSs representing 4,000,000 Ordinary Shares to be sold by the Company are collectively called the “Firm ADSs.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional [•] 600,000 ADSs as provided in Section 2representing 600,000 Ordinary Shares. The additional [•] 600,000 ADSs representing 600,000 Ordinary Shares to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and the Optional Shares are hereinafter collectively called the “Offered Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of September 29, 2006, among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, as depositary (the “Depositary”), and the holders from time to time of the ADRs American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderOffered ADSs. Each ADS will initially represent the right to receive one Ordinary Share deposited pursuant to the Deposit Agreement. The Company shall, following subscription by has prepared and filed with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian Securities and Exchange Commission (the “Depositary CustodianCommission”) for a shelf registration statement on Form F-3 (File No. 333-165169), and has prepared a base prospectus (the Depositary, which shall deliver such ADSs “Base Prospectus”) to be used in connection with the Representatives for the account public offering and sale of the several Underwriters for subsequent delivery to the other several Underwriters or the investorsOffered ADSs. Such registration statement, as amended, including the case may be.financial statements, exhibits and schedules thereto, in the form in which it 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
Appears in 1 contract
Sources: Underwriting Agreement (Mindray Medical International LTD)
Introductory. Connect Biopharma Holdings LimitedGander Mountain Company, an exempted company with limited liability incorporated under the laws of the Cayman Islands a Minnesota corporation (the “"Company”"), proposes to issue and sell to the several underwriters named in Schedule A (the “"Underwriters”") an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary sharesshares of its Common Stock, par value $0.000174 .01 per share, of share (the Company (each an “Ordinary Share”"Common Stock"). The [•] ADSs shares of Common Stock to be sold by the Company are called the “"Firm ADSs.” Common Shares". In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs shares of Common Stock (the "Optional Common Shares"), as provided in Section 22 of this Agreement. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Common Shares and, if and to the extent such option is exercised, the Optional ADSs Common Shares are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm "Common Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires". Banc of America Securities LLC ("BAS"), each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”)▇▇▇▇▇ & Company, SVB Leerink LLC, L.L.C. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSsCommon Shares. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, The Company and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] 5% of the Firm ADSs Common Shares to be purchased by the Underwriters (the “"Directed Shares”") shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “"Participants”"), as part of the distribution of the Offered ADSs Common Shares by the Underwriters (the “"Directed Share Program”") subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”the "NASD") and all other applicable laws, rule and regulations. The One of the Underwriters (the "Designated Underwriter") shall be selected to process the sales to the Participants under the Directed Share Program shall be administered by [•]Program. To the extent that the such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs Company has prepared and filed with the Securities and Exchange Commission (the "Commission") a registration statement on Form S-1 (File No. 333-112494), which contains a form of prospectus to be used in connection with the public offering and sale of the Common Shares. Such registration statement, as amended, including the financial statements, exhibits and schedules thereto, in the form in which it was declared effective by the Commission under the Securities Act of 1933 and the rules and regulations promulgated thereunder (collectively, the "Securities Act"), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 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 Common Shares, is called the "Prospectus". All references in this Agreement to (i) 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 ("▇▇▇▇▇") and (ii) the Prospectus shall be deemed to include the "electronic Prospectus" provided for use in connection with the offering of the Common Shares as contemplated by Section 3(k) of this Agreement. Immediately prior to the completion of the offering, (i) the Company intends to file amended and restated articles of incorporation with the State of Minnesota which authorize the issuance of shares of Common Stock and preferred stock, (ii) the Company intends to file amended and restated by-laws with the State of Minnesota, (iii) all outstanding shares of the Company's class A voting common stock, class B nonvoting common stock, class A nonvoting convertible preferred stock, class B voting convertible preferred stock and class C nonvoting convertible preferred stock will automatically convert into a total of shares of Common Stock, (iv) the Company will undertake a stock split in the form of a dividend on all previously existing shares of common stock and (v) all accumulated and unpaid dividends on shares of the Company's preferred stock will be evidenced by American Depositary Receipts extinguished without being paid. All of such transactions are collectively referred to herein as the "Pre-Offering Transactions". The Underwriters shall only be purchasing shares of Common Stock (the “ADRs”post-split) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit this Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by hereby confirms its agreements with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands The stockholders listed in Schedule B hereto (the “Company”), proposes "Selling Stockholders") propose severally to issue and sell (the "U.S. Offering") to the several underwriters named in Schedule A hereto (the “"Underwriters”") an aggregate of [•[ ] American Depositary Shares outstanding shares (“ADSs”the "U.S. Firm Securities") of the Common Stock, $0.01 par value per share (the "Securities") of Keebler Foods Company, a Delaware corporation (the "Company"), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs and also propose to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters and the Managers (as defined) an option to purchase up to option, exercisable by Credit Suisse First Boston Corporation ("CSFBC"), for an aggregate of not more than [ ] additional [•] ADSs outstanding shares (the "Optional Securities") of the Company's Securities as provided in Section 2set forth below. The additional [•] ADSs to U.S. Firm Securities and the Optional Securities that may be sold by to the Company pursuant Underwriters (together with the Optional Securities that may be sold to such option the Managers, the "Optional Securities") are herein collectively called the “Optional ADSs.” The Firm ADSs and"U.S. Securities". It is understood that the Company and the Selling Stockholders are concurrently entering into a Subscription Agreement, if dated the date hereof (the "Subscription Agreement"), with Credit Suisse First Boston (Europe) Limited ("CSFBL") and the other managers named therein (together with CSFBL, the "Managers"), relating to the extent such option is exercised2 concurrent offering and sale (the "International Offering") by the Selling Stockholders of an aggregate of [ ] Securities (the "International Firm Securities", which together with the Optional ADSs are collectively called Securities that may be sold to the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs Managers are hereinafter called the “"International Securities") outside the United States and Canada. The U.S. Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” Securities and the International Firm Shares Securities are collectively referred to as the "Firm Securities". The U.S. Securities and Optional Shares the International Securities are hereinafter collectively called referred to as the “Shares.” Unless "Offered Securities". To provide for the context otherwise requires, each reference to the Firm ADSscoordination of their activities, the Optional ADSs or Underwriters and the Managers have entered into an Agreement between U.S. Underwriters and Managers which permits them, among other things, to sell the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives each other for purposes of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beresale.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedAmeritech New Zealand Investments, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”"Selling Shareholder"), proposes to issue offer and sell ordinary shares, no par value per share (each, a "Share"), of Telecom Corporation of New Zealand Limited, a New Zealand limited liability company (the "Company"), and American Depositary Shares, each representing the right to receive eight Shares (each, an "ADS"), in a U.S. Offering, a Rest of the World Offering, a New Zealand Offering and an Australian Offering (each term as herein defined). The Selling Shareholder proposes, subject to the terms and conditions stated herein, to sell to the several underwriters Underwriters named in Schedule A I hereto (the “"U.S. Underwriters”") and the several Underwriters named in Schedule II hereto (the "Rest of the World Underwriters" and, together with the U.S. Underwriters, the "International Underwriters") an aggregate of [•] American Depositary 258,246,064 Shares (“ADSs”the "Firm Shares"), each representing [•] ordinary sharesa portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement referred to below and delivered in the form of ADSs, par value $0.000174 per shareand the International Underwriters propose, subject to the terms and conditions stated herein, to purchase the Firm Shares, with payment for such Firm Shares (whether in the form of the Company (each an “Ordinary Share”). The [•] ADSs Shares or ADSs) to be sold by the Company are called the “Firm ADSs.” made on an instalment basis as more fully described below and in Section 5 hereof. In addition, as set forth below, the Company has granted Selling Shareholder proposes to sell to the Underwriters an option to purchase International Underwriters, at their election, up to an aggregate of 39,734,606 additional [•] ADSs Shares (the "Optional Shares"), a portion of which may be delivered in the form of Shares and a portion of which may be deposited by the Selling Shareholder pursuant to the Deposit Agreement and delivered in the form of ADSs, with payment for such Optional Shares (whether in the form of Shares or ADSs) to be made on an instalment basis as provided more fully described below and in Section 25 hereof. The additional [•] ADSs Firm Shares and the Optional Shares which the U.S. Underwriters elect to be sold by the Company purchase pursuant to such option Section 3 hereof (in the form of Shares or ADSs) are collectively called the “"U.S. Firm Shares" and the "U.S. Optional ADSs.” The Shares", respectively, and the U.S. Firm ADSs and, if Shares and to the extent such option is exercised, the U.S. Optional ADSs Shares are collectively called the “Offered ADSs.” "U.S. Shares". The Ordinary offering of the U.S. Shares represented by in the Firm ADSs are hereinafter United States and Canada is herein called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the "U.S. Offering". The Firm Shares and the Optional Shares which the Rest of the World Underwriters elect to purchase pursuant to Section 3 hereof (in the form of Shares or ADSs) are collectively called the "Rest of the World Firm Shares" and the "Rest of the World Optional Shares", respectively, and the Rest of the World Firm Shares and the Rest of the World Optional Shares are hereinafter collectively called the “"Rest of the World Shares.” Unless ". The offering of the context otherwise requiresRest of the World Shares outside the United States, each reference Canada, New Zealand and Australia is herein called the "Rest of the World Offering". The U.S. Offering and the Rest of the World Offering are herein collectively called the "International Offering". It is understood that the Selling Shareholder is concurrently offering (i) a total of 79,500,000 Shares (the "New Zealand Shares") by way of a public offering in New Zealand (the "New Zealand Offering") and (ii) a total of 59,600,000 Shares (the "Australian Shares") by way of a public offering in Australia (the "Australian Offering"). The New Zealand Offering is being made pursuant to a registered prospectus and an investment statement in New Zealand (together, the Firm "New Zealand Prospectus") and the Australian Offering is being made pursuant to a prospectus in Australia (the "Australian Prospectus"). It is further understood that the Selling Shareholder is, concurrently with the execution of this Agreement, entering into a New Zealand and Australian Underwriting Deed dated the date hereof (the "New Zealand and Australian Underwriting Agreement") with a syndicate of New Zealand underwriters named therein (the "New Zealand Underwriters") and a syndicate of Australian underwriters named therein (the "Australian Underwriters"). The International Offering, the New Zealand Offering and the Australian Offering are herein collectively called the "Global Offering". The U.S. Shares, the Rest of the World Shares, the New Zealand Shares and the Australian Shares, whether in the form of Shares or ADSs, are herein collectively called the Optional ADSs or "Offered Shares". To provide for the Offered ADSs herein also includes coordination of their activities, the Shares. ▇▇International Underwriters, the New Zealand Underwriters and the Australian Underwriters (collectively, the "Underwriters") are simultaneously entering into an Agreement Among U.S., Rest of the World, New Zealand and Australian Syndicates dated the date hereof (the "Agreement Among Syndicates") which provides, among other things, that Credit Suisse First Boston Corporation and ▇▇▇▇▇▇▇ LLC (“Jefferies”)Lynch, SVB Leerink LLCPierce, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ▇▇▇▇▇ Incorporated are acting as the joint global coordinators (the "Joint Global Coordinators") for the Global Offering and China International Capital Corporation Hong Kong Securities that sales may be made among the syndicates of such number of Offered Shares as may be agreed with the Joint Global Coordinators for purposes of resale to investors. The Shares and ADSs to be sold hereunder are to be paid for in two instalments as more fully described in Section 5 hereof. Prior to payment in full of the Final Instalment (as defined below), beneficial interests in the Shares will be represented by instalment receipts ("IRs"), and purchasers that have elected to receive their Shares in the form of ADSs will receive interim ADSs ("Interim ADSs") evidenced by interim American Depositary Receipts ("Interim ADRs"). Each IR will evidence the full beneficial ownership interest in a Share, subject to the Trust Deed (as defined below), including the Security Interest (as defined below) of the Selling Shareholder. Each Interim ADS will represent the right to receive eight IRs. Upon payment in full of the Final Instalment, the holder of an IR will become the registered holder of the Share relating to such IR and the holder of an Interim ADS will become the registered holder of an ADS. Unless the context otherwise requires, all references in this Agreement to (i) Shares shall mean IRs, (ii) ADSs shall mean Interim ADSs, (iii) ADRs shall mean Interim ADRs, (iv) the Deposit Agreement (as defined below) shall mean the Interim Deposit Agreement (as defined below) and (v) the Depositary (as defined below) shall mean the Interim Depositary (as defined below), until the Final Instalment shall have been paid with respect to the Shares and ADSs. Whenever computations are contemplated herein that involve both numbers of Shares and numbers of ADSs, they shall be made on a consistent basis, by first converting the number of ADSs into the number of Shares they represent. The IRs will be issued pursuant to the provisions of a Trust Deed dated as of March 13, 1998 (the "Trust Deed") between the Selling Shareholder and The New Zealand Guardian Trust Company Limited (the "Trustee"). Registered holders of IRs (other than the custodian for the Interim Depositary) and registered holders of Interim ADSs on the ninth business day before the Final Instalment Due Date (as defined in Section 5 hereof) will be obligated to pay the Final Instalment. The Interim ADSs, evidenced by Interim ADRs, will be issued in accordance with the Interim Deposit Agreement to be dated as of April [9], 1998, (the "Interim Deposit Agreement") among the Company, the Selling Shareholder, the Trustee, The Bank of New York as Interim Depositary (the "Interim Depositary"), and the holders from time to time of Interim ADRs. The holders of Interim ADRs, as parties to the Interim Deposit Agreement, will be bound by the terms and conditions of the Trust Deed. Accordingly, each holder of an Interim ADR will be deemed to have agreed to act as representatives pay the Final Instalment of the several Underwriters purchase price by the Final Instalment Due Date in accordance with the Trust Deed and the Interim Deposit Agreement. The ADSs, evidenced by American Depositary Receipts ("ADRs"), will be issued in such capacityaccordance with the Amended and Restated Deposit Agreement dated as of April 1, 1997 (the "Deposit Agreement"), among the Company, The Bank of New York, as Depositary (the "Depositary"), and the holders from time to time of ADRs issued thereunder. IR holders may transfer or sell their IRs subject to the terms of the Trust Deed, and Interim ADS holders may transfer or sell their Interim ADSs, as evidenced by Interim ADRs, subject to the terms of the Interim Deposit Agreement and the Trust Deed. Upon registration of a transfer of an IR or Interim ADS, as evidenced by an Interim ADR, in accordance with the provisions of the Trust Deed, the “Representatives”transferor is discharged from any liability to pay the Final Instalment. The Trust Deed and the Interim Deposit Agreement provide that, when a transferee becomes a registered holder of an IR or Interim ADS, that transferee becomes bound by all of the terms of the Trust Deed, the IR, the Interim ADS and Interim Deposit Agreement, as applicable, including the obligation to pay the Final Instalment. Therefore, notwithstanding anything herein to the contrary, the Selling Shareholder acknowledges and agrees that, upon registration of the transfer or sale of the IRs and Interim ADSs by the Underwriters, such Underwriters shall have no liability or obligation whatsoever with respect to the payment of the Final Instalment with respect to the IRs and Interim ADSs so transferred or sold. If an IR holder or Interim ADR holder defaults in payment of the Final Instalment and, in the event (i) an IR holder or Interim ADR holder, as the case may be, is an Intermediary (as defined in the Trust Deed) and (ii) prior to 5:00 p.m. (Wellington time) on the second business day after the Final Instalment Due Date (as defined below), such Intermediary effects a transfer on the IR Register or Interim ADR Register (each as defined in the Trust Deed), as the case may be, of the IR or Interim ADR to which a Share relates, to the beneficial owner on whose behalf such Intermediary holds such IR or Interim ADR, then such beneficial owner shall be, and such Intermediary shall cease to be, liable for the defaulted amount. Four forms of offering documents will be used in connection with the offering and sale of the Offered ADSs. To Shares contemplated by the extent there are no additional underwriters listed on Schedule A heretoforegoing: (i) the U.S. Prospectus (as defined below) relating to the offer and sale of the U.S. Shares in the United States and Canada as part of the U.S. Offering, (ii) an offering circular relating to the offer and sale of the Rest of the World Shares in the rest of the world as part of the Rest of the World Offering (in its final form, the term “Representatives” "Rest of the World Offering Circular"), (iii) the New Zealand Prospectus in connection with the offering and sale of the New Zealand Shares in the New Zealand Offering and (iv) the Australian Prospectus in connection with the offering and sale of the Australian Shares in the Australian Offering. Copies of a preliminary Rest of the World Offering Circular (as used herein shall mean yousupplemented or amended prior to becoming final, as hereinafter called the "Preliminary Rest of the World Offering Circular") have been delivered to you and to you for each of the other Rest of the World Underwriters, and the term “Underwriters” shall mean either Company, at the singular or request of the pluralSelling Shareholder, as will prepare the context requiresRest of the World Offering Circular. The Underwriters agree that up to [•] Preliminary Rest of the Firm ADSs World Offering Circular and the Preliminary U.S. Prospectus (as defined below) are collectively called the "Preliminary Prospectus" and the Rest of the World Offering Circular and the U.S. Prospectus are collectively called the "Prospectus". References in Section 2 of this Agreement to be purchased by the Underwriters (the “Directed Shares”) "Prospectus" shall be reserved for sale deemed to certain eligible directorsrefer to both the Preliminary Prospectus and, officers and employees of the Company and persons having business relationships with the Company (collectivelyonce printed, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beProspectus.
Appears in 1 contract
Sources: International Underwriting Agreement (Telecom Corp of New Zealand LTD)
Introductory. Connect Biopharma Holdings LimitedCertain shareholders (the “Firm Shares Selling Shareholders”) of GSX Techedu Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes listed in Schedule B hereto severally and not jointly propose to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] 15,000,000 American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [•] three of which represent two Class A ordinary shares, par value $0.000174 US$0.0001 per share, share of the Company (each an “Class A Ordinary ShareShares”). The [•] aggregate of 15,000,000 ADSs to be sold by the Company are called Selling Shareholders is hereinafter referred to as the “Firm ADSsShares.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called Certain shareholders (the “Optional ADSs.” Shares Selling Shareholders”, together with the Firm Shares Selling Shareholders, the “Selling Shareholders”) listed in Schedule B hereto agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,250,000 ADSs (“Optional Shares”), as set forth below. The Firm ADSs and, if Shares and to the extent such option is exercised, the Optional ADSs Shares are herein collectively called the “Offered ADSsShares.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•]June 5, 2021 2019 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company Americas, as depositary Depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing the ADSs issued thereunderunder the Deposit Agreement. The Company shall, following subscription by Three ADSs will initially represent the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the right to receive two Class A Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedDUKE ENERGY CORPORATION, an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “CompanyCorporation”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesJ.▇. ▇▇▇▇▇▇▇▇▇ LLC Securities LLC, as agent and affiliate of the Forward Purchaser (as defined below) and/or seller of Shares (as defined below) hereunder (the “JefferiesForward Seller”), SVB Leerink LLCat the request of the Corporation in connection with the Forward Sale Agreement (as defined below), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. confirm their respective agreements with you and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives each of the several Underwriters listed in Schedule I hereto (in such capacitythe “Underwriters”), for whom you are acting as representatives (the “Representatives”), with respect to, subject to Section 11 hereof, (a) the sale by the Forward Seller and the purchase by the Underwriters, in connection with the offering each case acting severally and sale not jointly, of an aggregate of 25,000,000 shares of common stock, par value $0.001 per share, of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A heretoCorporation (such common stock, the term “RepresentativesCommon Stock,” as used herein shall mean youand such shares of Common Stock, as the “Borrowed Underwritten Shares”) and (b) the grant to the Underwriters, acting severally and the term “Underwriters” shall mean either the singular or the pluralnot jointly, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs option described in Section 4 hereof to be purchased by the Underwriters purchase all or any portion of an additional 3,750,000 shares of Common Stock (the “Directed Borrowed Option Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent Corporation understands that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters propose to offer the Shares for subsequent delivery sale upon the terms and conditions contemplated by (i) this Agreement and (ii) the Base Prospectus, the Preliminary Prospectus (each, as defined in Section 2 hereof), any Permitted Free Writing Prospectus (as defined in Section 7 hereof) issued at or prior to the other several Underwriters or Applicable Time (as defined below) and the investors, information included on Schedule II hereto (such documents and information referred to in this subclause (ii) are collectively referred to as the case may be“Pricing Disclosure Package”).
Appears in 1 contract
Introductory. Connect Biopharma Holdings ▇▇▇▇▇▇▇▇.▇▇▇ Limited, an exempted company with limited liability incorporated under the laws of the a Cayman Islands company (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters, for whom you are acting as representatives (the “UnderwritersRepresentatives”) ), an aggregate of [•] 3,750,000 American Depositary Depository Shares (“ADSs”), each ADS representing [•] two Class A ordinary shares, par value $0.000174 US$0.01 per shareshare (the “Ordinary Shares”), of the Company Company, and ▇▇▇▇.▇▇▇ (each an Game) Limited (the “Ordinary ShareSelling Shareholder”), a Cayman Islands company and a wholly owned subsidiary of ▇▇▇▇.▇▇▇ Inc. (“Sohu”), proposes to sell to the Underwriters an aggregate of 3,750,000 ADSs. The [•] 7,500,000 ADSs to be sold by the Company and the Selling Shareholder are herein called the “Firm ADSsSecurities.” In addition, the Company has granted The Selling Shareholder also proposes to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 1,125,000 additional [•] ADSs as provided in Section 2(the “Optional Securities”). The additional [•] ADSs Firm Securities and the Optional Securities are herein collectively called the “Offered Securities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Selling Shareholder. Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares. ▇▇▇▇▇▇▇▇▇ LLC (,” “JefferiesOptional Shares” and “Offered Shares”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale pursuant to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs agreement will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), to be entered into among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, as depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedCollectibles USA, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a 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 [•] American Depositary Shares (“ADSs”)2,700,000 shares of common stock, each representing [•] ordinary shares, $.01 par value $0.000174 per share(the "Common Stock"), of the Company (each an “Ordinary Share”)Company. The [•] ADSs aggregate of 2,700,000 shares so proposed to be sold by is hereinafter referred to as the "Firm Stock." The Company are called the “Firm ADSs.” In addition, the Company has granted also proposes to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•] ADSs as provided in Section 2405,000 shares of Common Stock (the "Option Stock"). The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” Stock and the Firm Shares and Optional Shares Option Stock are hereinafter collectively called referred to as the “Shares"Stock.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. " Ladenburg ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. ("Ladenburg"), EVEREN Securities, Inc. and China International Capital Corporation Hong Kong Securities Limited have agreed to act ▇▇▇▇▇▇▇▇ Inc. are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “"Representatives”) in connection ." You have advised us that simultaneously with the offering and sale closing of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] purchase of the Firm ADSs Stock by the Underwriters, the Company will cause each of the Founding Companies (as hereinafter defined) to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company merged (collectively, the “Participants”"Founding Company Mergers") with a wholly-owned subsidiary of the Company (each, an "Acquisition Subsidiary and, together, the "Acquisition Subsidiaries"), as part in each case pursuant to an agreement and plan of the distribution organization (each, an "Agreement and Plan of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this AgreementOrganization"), the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed consideration for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs which will be evidenced by American Depositary Receipts a combination of cash and shares of Common Stock as described in the Registration Statement (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”hereinafter defined), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma CURO Group Holdings LimitedCorp., an exempted company with limited liability incorporated under the laws of the Cayman Islands a 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 [ ] shares of its common stock (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSsSecurities”), each representing [•] ordinary shares, par value $0.000174 0.001 per share, of share (the Company (each an “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters an Underwriters, at the option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the of Credit Suisse Securities USA (LLC) (“Optional ADSs.” The Firm ADSs and, if Credit Suisse”) and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLCan aggregate of not more than [ ] additional shares of its Securities (“Optional Securities”), ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. as set forth below. The Firm Securities and China International Capital Corporation Hong Kong the Optional Securities Limited have agreed to act as representatives of the several Underwriters (in such capacity, are herein collectively called the “RepresentativesOffered Securities”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters Representatives agree that up to [•] shares of the Firm ADSs Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations). The Directed Share Program shall be administered by [•]Fidelity Capital Markets, a division of National Financial Services LLC (“Fidelity”), and the Directed Shares will be sold by Fidelity, at the direction of the Company, at the public offering price. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedHuami Corporation, an exempted a company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes ) agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several underwriters named Underwriters [●] Class A ordinary shares, par value US$0.0001 per share of the Company (“Class A Ordinary Shares”), in Schedule A (the “Underwriters”) an aggregate form of [•●] American Depositary Shares (“American Depositary Shares” or “ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•●] ADSs ADS to be sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, Share”. The Company and the Company has granted shareholders listed in Schedule A hereto (“Selling Shareholders”) also agree to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional aggregate of not more than [•●] Class A Ordinary Shares in the form of [●] ADSs (“Optional Shares”), as provided in Section 2set forth below. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Shares and to the extent such option is exercised, the Optional ADSs Shares are herein collectively called the “Offered ADSs.” Shares”. The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” Company and the Firm Shares and Optional Shares are hereinafter collectively called Underwriters hereby acknowledge that, as part of the “Shares.” Unless proposed offering of the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. Company has requested ▇▇▇▇▇ ▇▇▇▇▇▇▇ LLC (“Jefferies”)& Co., SVB Leerink LLC, and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed has agreed, to act as representatives of the several Underwriters administer a directed share program (in such capacity, the “RepresentativesDirected Share Program”) in connection with ). The Company and the offering and sale Underwriters hereby agree that 5% of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased Shares by the Underwriters (the “Directed Shares”) ), shall be reserved for sale to certain eligible purchase at the initial public offering price by the Company’s directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), ) under this Directed Share Program as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) Underwriters, subject to the terms of this Underwriting Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall number of Offered Securities available for sale to the general public will be administered by [•]. To reduced to the extent that Participants purchase the Directed Shares. The Underwriters may offer any Offered Shares are not orally confirmed for purchase purchased by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the general public by on the Underwriters same basis as part of the public offering contemplated herebyother Offered Shares being sold hereunder. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•●], 2021 2018 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company Americas[●], as depositary Depositary (the “Depositary”), and the owners and holders from time to time of the ADRs evidencing the ADSs issued thereunderunder the Deposit Agreement. The Company shall, following subscription by Each ADS will initially represent the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the right to receive [●] Class A Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs deposited pursuant to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beDeposit Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Huami Corp)
Introductory. Connect Biopharma Holdings LimitedAlcon, an exempted company with limited liability Inc., a corporation incorporated under the laws of the Cayman Islands Switzerland (the “Company”"COMPANY"), has issued to Credit Suisse First Boston, Zurich, Switzerland, a banking institution qualified to do business under the laws of Switzerland ("CSFB ZURICH"), on behalf of the several Underwriters named in Schedule A hereto (the "UNDERWRITERS"), an aggregate of 69,750,000 shares (the "FIRM SECURITIES") of its registered common shares, par value CHF 0.20 per share (the "SECURITIES"), in exchange for the payment of amounts by CSFB Zurich pursuant to a Nominal Amount Deposit and Subscription Agreement dated March 15, 2002 (the "SUBSCRIPTION AGREEMENT") among the Company, CSFB Zurich, Nestle S.A., a corporation incorporated under the laws of Switzerland (the "PARENT"), and Credit Suisse First Boston Corporation for subsequent transfer to the Underwriters for offer and placement or sale by them upon payment by them of further amounts as described in Section 3 below. The Company also proposes to issue and sell to CSFB Zurich, on behalf and at the several underwriters named option of the Underwriters, in Schedule A (exchange for the “Underwriters”) payment of amounts by CSFB Zurich pursuant to the Subscription Agreement and for subsequent transfer to the Underwriters for offer and placement or sale by them upon payment by them of further amounts, an aggregate of [•] American Depositary Shares not more than an additional 6,975,000 Securities (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”)"OPTIONAL SECURITIES") as set forth below. The [•] ADSs to be sold by Firm Securities and the Company Optional Securities are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are herein collectively called the “Optional ADSs.” The Firm ADSs and"OFFERED SECURITIES". As part of the offering contemplated by this Agreement, if and to Credit Suisse First Boston Corporation (the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have "DESIGNATED UNDERWRITER") has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement up to 3,487,500 Securities for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”"PARTICIPANTS"), as part of set forth in the distribution of Prospectus (as defined herein) under the Offered ADSs heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "DIRECTED SHARES") will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunderProspectus. The Company shall, following subscription by hereby agrees with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: Underwriting Agreement (Alcon Inc)
Introductory. Connect Biopharma Holdings LimitedCountry Style Cooking Restaurant Chain Co., an exempted company with limited liability incorporated under the laws of the Ltd., a Cayman Islands company (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters, for whom you are acting as representatives (the “UnderwritersRepresentatives”) ), an aggregate of [•] 5,000,000 American Depositary Depository Shares (“ADSs”), each ADS representing [•] four ordinary shares, par value $0.000174 US$0.001 per shareshare (the “Ordinary Shares”), of the Company (each an “Ordinary Share”)Company. The [•] 5,000,000 ADSs to be sold by the Company are herein called the “Firm ADSsSecurities.” In addition, the Company has granted proposes to issue and sell, at the Underwriters an option to purchase of the Underwriters, up to an additional [•] 750,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”). ▇▇The ADSs purchased by the Underwriters pursuant to this Agreement will be evidenced by American Depositary Receipts (“ADRs”) to be issued pursuant to a deposit agreement (the “Deposit Agreement”), to be entered into among the Company, Citibank, N.A., as depositary (the “Depositary”), and owners and beneficial owners from time to time of the ADSs. The Company hereby acknowledges that, in connection with the proposed offering of the Shares and ADSs, it has requested the ▇▇▇▇▇▇▇ LLC (“Jefferies”)Lynch, SVB Leerink LLCPierce, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters ▇▇▇▇▇ Incorporated (in such capacity, the “RepresentativesDesignated Underwriter”) in connection with to administer a directed share program (the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that Directed Share Program”) under which up to [•] 300,000 Firm ADSs, or 6.0% of the Firm ADSs to be purchased by the Underwriters (the “Directed SharesReserved ADSs”) ), shall be reserved for sale by the Designated Underwriter at the initial public offering price to certain eligible the Company’s officers, directors, officers employees and employees of the Company consultants and other persons having business relationships a relationship with the Company as designated by the Company (collectively, the “Directed Share Participants”), ) as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (the “FINRA”) and all other applicable laws, rule rules and regulations. The number of ADSs available for sale to the general public will be reduced to the extent that Directed Share Program shall be administered by [•]Participants purchase Reserved ADSs. To the extent that the Directed Shares such Reserved ADSs are not orally confirmed for purchase by the Directed Share Participants by the end of 8:00 A.M. (New York City time) on the first business day after the date of this Agreement, such Directed Shares Reserved ADSs may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (Company has supplied the “ADRs”) Designated Underwriter with the names, addresses and telephone numbers of the individuals or other entities which the Company has designated to be issued pursuant participants in the Directed Share Program. It is understood that any number of those so designated to a deposit agreement dated as of [•], 2021 (participate in the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time Directed Share Program may decline to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may bedo so.
Appears in 1 contract
Sources: Underwriting Agreement (Country Style Cooking Restaurant Chain Co., Ltd.)
Introductory. Connect Biopharma Holdings LimitedInterWorld Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “"Company”"), proposes to issue and sell to the several underwriters named in Schedule A 3,000,000 shares (the “Underwriters”"Firm Securities") an aggregate of [•] American Depositary Shares its authorized and unissued Common Stock, $.01 par value, (“ADSs”"Common Stock") to Invemed Associates LLC (the "Underwriter"), each representing [•] ordinary shares, par value $0.000174 per share, . As part of the Company (each an “Ordinary Share”). The [•] ADSs to be sold offering contemplated by the Company are called the “Firm ADSs.” In additionthis Agreement, the Company Underwriter has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to 275,000 shares, for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “"Participants”"), as part of set forth in the distribution of Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading "Underwriter" (the “"Directed Share Program”) subject "). The Firm Securities to be sold by the Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "Directed Shares") will be administered sold by [•]the Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed for purchase by the Participants a Participant by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters Underwriter as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunderProspectus. The Company shallalso proposes to issue and sell to the Underwriter, following subscription by at the Underwriters option of the Underwriter, an aggregate of not more than 450,000 additional shares (the "Optional Securities") of its Common Stock, as set forth below. The Firm ADSs and, if applicable, Securities and the Optional ADSs, deposit, on behalf of Securities are herein collectively called the Underwriters, "Offered Securities". The Company hereby agrees with the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, Underwriter as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedCompugen Ltd., an exempted company with limited liability incorporated a corporation organized under the laws of the Cayman Islands State of Israel (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares 6,000,000 (the “ADSsFirm Shares”), each representing [•] ) of the Company’s ordinary shares, par nominal (par) value $0.000174 NIS 0.01 per share, of share (the Company (each an “Ordinary ShareShares”). The [•] ADSs respective amounts of the Firm Shares to be sold purchased by each of the Company several Underwriters are called the “Firm ADSs.” 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 [•] ADSs as provided 900,000 Ordinary Shares (the “Option Shares”) from the Company for the sole purpose of covering over-allotments in Section 2connection with the sale of the Firm Shares. The additional [•] ADSs to be sold by Firm Shares and the Company pursuant to such option Option Shares are collectively called the “Optional ADSsSecurities.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSsSecurities. To The Company has prepared and filed in conformity with the extent there are no additional underwriters listed on Schedule A hereto, requirements of the term “Representatives” as used herein shall mean youSecurities Act of 1933, as Underwritersamended (the “Securities Act”), and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters published rules and regulations thereunder (the “Directed SharesRules”) shall be reserved for sale adopted by the Securities and Exchange Commission (the “Commission”) a “shelf” registration statement on Form F-3 (No. 333-185910), which became effective as of January 16, 2013, including a base prospectus (the “Base Prospectus”) relating to certain eligible directors, officers Ordinary Shares and employees other securities of the Company and persons having business relationships with that may be sold from time to time by the Company (collectively, the “Participants”), as part in accordance with Rule 415 of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject Securities Act, and such amendments thereof as may have been required to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, . Copies of such Directed Shares may be offered to Registration Statement (including all amendments thereof and all documents deemed incorporated by reference therein) and of the public related Base Prospectus have heretofore been delivered by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) Company or are otherwise available to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beyou.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedAmerican Capital Strategies, an exempted company with limited liability incorporated under the laws of the Cayman Islands Ltd., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares Citigroup Global Markets Inc. (“ADSsCitigroup”), each representing [•] ordinary sharesWachovia Bank, par value $0.000174 per share, of the Company National Association (each an “Ordinary ShareWachovia”). The [•] ADSs to be sold by the Company are called the “Firm ADSs) and ▇.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares▇. ▇▇▇▇▇▇▇▇▇ LLC Securities Inc., (“JefferiesJPMSI”) (collectively, the “Forward Sellers”), SVB Leerink LLCat the request of the Company in connection with the “Forward Agreements” (as defined below) attached hereto as Exhibit A, confirm their respective agreements with the Representatives (as defined below) and each of the other Underwriters named in Schedule A attached hereto and made a part hereof (collectively, the “Underwriters”) with respect to (a) the sale by the Company and the Forward Sellers (including the issuance and sale by the Company of Common Stock (as defined below) to the Underwriters pursuant to Section 12(a) hereof), and purchase by the Underwriters, acting severally and not jointly, of their respective portions of 8,700,000 shares of Common Stock, including the Borrowed Shares (as defined below) (the “Firm Shares”) and all or any part of 1,300,000 additional shares of Common Stock (the “Option Shares”) as provided in Section 3(b) hereof (the Firm Shares and Option Shares collectively being referred to as the “Shares”), and (b) the grant by the Company to the Underwriters of the option described in Section 3(b) hereof to purchase all or any part of the Option Shares to cover over-allotments, if any. “Common Stock” shall refer to the $0.01 par value per share of common stock of the Company. “Forward Agreement” shall refer to the following letter agreements, which relate to the forward sale by the Company of a number of shares of Common Stock of the Company equal to the number of shares of Common Stock to be borrowed and sold by the Forward Sellers pursuant to this Agreement (the “Borrowed Shares”) dated the date hereof and entered into by and between the following: (a) the Company and Citigroup (the “Citigroup Forward Agreement”), (b) the Company and Wachovia (the “Wachovia Forward Agreement”) and (c) the Company and ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ Bank (“JPMCB Forward Agreement”). Citigroup, Wachovia and ▇▇ ▇▇▇▇▇▇ & Co. Chase Bank are hereafter referred to as the “Forward Counterparties”. Of the Firm Shares, 700,000 shares (plus any additional shares issued and China International sold by the Company pursuant to Section 12(a) hereof), will be issued and sold to the Underwriters by the Company (the “Company Firm Shares”) and 8,000,000 shares (subject to reduction for any shares issued and sold by the Company pursuant to Section 12(a) hereof) will be sold to the Underwriters by the Forward Sellers (the “Forward Seller Firm Shares”). Citigroup Global Markets Inc. and Wachovia Capital Corporation Hong Kong Securities Limited Markets, 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 ADSsShares. To The Company has filed with the extent there are no additional underwriters listed on Schedule A hereto, Securities and Exchange Commission (the term “Representatives” as used herein shall mean youCommission”) pursuant to the Securities Act of 1933, as Underwritersamended, and the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters rules and regulations promulgated thereunder (the “Directed SharesSecurities 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/A for the offer and sale of an aggregate amount of $1,750,000,000 of securities (File No. 333-113859), which registration statement became effective on May 7, 2004, a copy of which has heretofore been delivered to you. Such registration statement has been amended by post-effective amendment no. 1 and post-effective amendment no. 2 filed with the Commission on July 30, 2004 and August 2, 2004, respectively, which post-effective amendments became effective on August 3, 2004, a copy of each of which has heretofore been delivered to you. Such registration statement, as amended, meets the requirements set forth in Rule 415(a)(1) under the Securities Act and complies in all other material respects with such Rule. The Company proposes to file with the Commission pursuant to Rule 497 under the Securities Act, a supplement, dated as of March 23, 2005, to the prospectus dated as of August 3, 2004, relating to the Shares and the method of distribution thereof and has previously advised you of all further information (financial and other) with respect to the Shares set forth therein. Such registration statement, including the exhibits thereto, as amended at the date hereof, is hereinafter called the “Registration Statement”; such prospectus, in the form in which it was filed with the Commission pursuant to Rule 497 under the Securities Act, 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 497 under the Securities Act, is hereinafter called the “Prospectus Supplement”; and the Basic Prospectus and the Prospectus Supplement together are hereinafter called the “Prospectus”. Each prospectus, subject to completion, used in connection with a public offering is called a “preliminary prospectus”. All references in this underwriting agreement (this “Agreement”) to the 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 (“▇▇▇▇▇”). 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 reserved for sale deemed to certain eligible directors, officers mean and employees of the Company include all such financial statements and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations schedules and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) information which is or is deemed to be issued pursuant to a deposit agreement dated as of [•], 2021 (incorporated by reference in the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters Registration Statement or the investorsProspectus, 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 Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (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
Sources: Underwriting Agreement (American Capital Strategies LTD)
Introductory. Connect Biopharma Holdings Qunar Cayman Islands Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 11,111,000 American Depositary Shares (the “ADSs”), each ADS representing [•] three (3) the Company’s Class B ordinary shares, par value $0.000174 0.001 per shareshare (the “Ordinary Shares”) of the Company, and, at the election of the Underwriters, the shareholder of the Company named in Schedule B hereto (each the “Selling Shareholder”) agrees, subject to the terms and conditions stated herein and at the election of the Underwriters, to sell to the Underwriters an “Ordinary Share”)aggregate of 1,666,650 ADSs. The [•] aggregate of 11,111,000 ADSs to be sold by the Company are called hereinafter referred to as the “Firm ADSs.Securities,” In addition, and the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] aggregate of 1,666,650 ADSs to be sold by the Company pursuant and the Selling Shareholder upon the election of the Underwriters are hereinafter referred to such option are collectively called as the “Optional ADSsSecurities.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC underlying Ordinary Shares (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed hereinafter referred to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering Firm Shares,” “Optional Shares” and sale of the “Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”respectively), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of , among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs American Depositary Receipts (the “ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderADSs. The Company shallAs part of the offering contemplated by this Agreement, following subscription by the Underwriters Representatives (the “Designated Underwriters”) have agreed to reserve out of the Firm ADSs andSecurities purchased by them under this Agreement, if applicableup to 1,111,100 ADSs, for sale to the Company’s directors, officers, employees, business associates and related persons as designated by the Company (collectively, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch“Participants”), as custodian set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Depositary CustodianDirected Share Program”). The Firm Securities to be sold by the Designated Underwriters pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriters pursuant to this Agreement at the Public Offering Price (as defined below). Any Directed Shares not subscribed for by the Depositary, end of the business day on which shall deliver such ADSs this Agreement is executed will be offered to the Representatives for public by the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beUnderwriters.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedWinStar Communications, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”"Issuer" or "WinStar"), proposes has agreed, subject to the terms and conditions stated herein, to issue and sell (the "International Offering") to the several international underwriters named in Schedule A hereto (the “"International Underwriters”") an aggregate of [•] American Depositary Shares 840,000 shares (“ADSs”the "International Securities") of the Issuer's Common Stock, $0.01 par value per share ("Common Stock"). It is understood that the Issuer and WinStar Multichannel Corp. ("WMC") are concurrently entering into a U.S. Underwriting Agreement, dated the date hereof (the "U.S. Underwriting Agreement"), each representing [•] ordinary shareswith certain U.S. underwriters listed in Schedule A thereto (the "U.S. Underwriters"), par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇for whom ▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Inc. ("Salomon") and China International Capital Credit Suisse First Boston Corporation Hong Kong Securities Limited have agreed to act are acting as representatives of (the several Underwriters (in such capacity, "U.S. Representatives") relating to the “Representatives”) in connection with the concurrent offering and sale of 3,360,000 shares (the "Firm Securities") of Common Stock in the United States and Canada (the "U.S. Offering"). The Issuer also proposes to grant to the U.S. Underwriters an option, exercisable by Salomon, for an aggregate of not more than 630,000 additional shares (the "Optional Securities"). The Firm Securities and the Optional Securities are herein collectively called the "U.S. Offered Securities". The U.S. Offered Securities and the International Securities are collectively referred to as the "Offered Securities". The United States Securities Act of 1933 is herein referred to as the "Securities Act". To provide for the coordination of their activities, the U.S. Underwriters and the International Underwriters have entered into an Agreement Between U.S. Underwriters and International Underwriters which permits them, among other things, to sell the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 requiresSecurities to each other for purposes of resale. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships Issuer hereby agrees with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the several International Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: International Underwriting Agreement (Winstar Communications Inc)
Introductory. Connect Biopharma Holdings LimitedWuXi PharmaTech (Cayman) Inc., an exempted a company incorporated in the Cayman Islands with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes agrees with the several Underwriters named in Schedule B hereto (“Underwriters”) to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] Underwriters 10,000,000 American Depositary Shares depositary shares (“ADSs”), each ADS representing [•] eight ordinary shares, par value $0.000174 per share, shares of the Company at par value US$0.02 per share (each an “Ordinary ShareShares”) and the shareholders listed in Schedule A hereto (“Selling Shareholders”) agree severally and not jointly to sell to the Underwriters an aggregate of 3,188,979 ADSs (such 13,188,979 ADSs being hereinafter referred to as the “Firm Securities”). The [•] Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,978,347 ADSs (“Optional Securities”). The Firm Securities and the Optional Securities, including in each case, the underlying Ordinary Shares, are herein collectively called the “Offered Securities”. As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 659,448 ADSs, for sale to the Company’s directors, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final 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 ADSs.” In addition, the Company has granted Designated Underwriter pursuant to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters Directed Share Program (the “Directed Shares”) shall will be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs sold by the Underwriters (Designated Underwriter pursuant to this Agreement at the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulationspublic offering price. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs Offered Securities purchased by the Underwriters will be evidenced by American Depositary Receipts depositary receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•DATE], 2021 2007 (the “Deposit Agreement”), to be entered into among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the all holders from time to time of the ADRs evidencing ADRs. Credit Suisse Securities (USA) LLC and ▇.▇. ▇▇▇▇▇▇ Securities Inc. shall act as the ADSs issued thereunder. The Company shall, following subscription by representatives (the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf “Representatives”) of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (WuXi PharmaTech (Cayman) Inc.)
Introductory. Connect Biopharma Holdings LimitedCelsus Therapeutics PLC, an exempted a public limited company incorporated and registered in England and Wales with limited liability incorporated under the laws of the Cayman Islands registered number [_______] (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A O▇▇▇▇▇▇▇▇▇▇ & Co. Inc. (the “UnderwritersUnderwriter”) an aggregate of [•_______] American Depositary Shares (“ADSs”) (the “Firm ADSs”), each representing [•] ten ordinary shares, par nominal value $0.000174 ₤0.01 per share, ordinary share (the “Ordinary Shares”) of the Company (each an “Ordinary Share”)Company. The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters Underwriter an option to purchase up to an additional [•_______] ADSs (the “Optional ADSs”) as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented ADSs will be evidenced by the Firm ADSs are hereinafter called American Depositary Receipts (the “Firm Shares,” ADRs”) to be issued pursuant to a deposit agreement entered into by and among the Ordinary Shares represented by the Optional ADSs are hereinafter called Company, Deutsche Bank Trust Company Americas, as depositary (the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesDepositary”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed the holders from time to act as representatives time of the several Underwriters ADRs evidencing ADSs issued thereunder (in such capacity, the “RepresentativesDeposit Agreement”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree Underwriter agrees that up to [•_______] of the Firm ADSs Shares to be purchased by the Underwriters Underwriter (the “Directed Shares”) shall be reserved for sale to certain eligible directorsemployees, officers directors and employees of the Company and other persons having business relationships associated with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters Underwriter (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]the Underwriter. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters Underwriter as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands The shareholders listed in Schedule D hereto (the “CompanySelling Shareholders”)) agree, proposes severally but not jointly, to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] ordinary shares of I-Mab (the “Company”), in the form of [•] American Depositary Shares (the “ADSs”), each ten (10) ADSs representing [•] twenty-three (23) ordinary shares, par value $0.000174 US$0.0001 per shareshare (each, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company Selling Shareholders are called the “Firm ADSs.” In addition, the Company has certain Selling Shareholders have granted to the Underwriters an option to purchase up to an additional [•] Ordinary Shares in the form of [•] ADSs in aggregate as provided in Section 2. The additional [•] ADSs to be sold by the Company such Selling Shareholders pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”)BofA Securities, SVB Leerink LLCInc., ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited Cantor ▇▇▇▇▇▇▇▇▇▇ & 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•]January 22, 2021 2020 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company Selling Shareholders shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AGCitibank, Hong Kong BranchN.A.—Hong Kong, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. The Company has prepared and filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement on Form F-3, (File No. 333-252793) with respect to the Shares underlying the Offered ADSs, which contains a form of prospectus to be used in connection with the public offering and sale of the Offered ADSs. Such registration statement, as amended at the time it became effective, including the financial statements, exhibits and schedules thereto, in the form in which it became effective under the U.S. Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (collectively, the “Securities Act”), including any information deemed to be a part thereof at the time of effectiveness pursuant to Rule 430A, 430B or 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 in connection with the offer and sale of the Offered ADSs 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 and the Depositary have prepared and filed with the Commission a registration statement on Form F-6 (File No. 333-235557) relating to the Offered ADSs. 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 is called the “F-6 Registration Statement.” The Company has also filed with the Commission a registration statement on Form 8-A (File No. 001-39173) (the “8-A Registration Statement”) to register the Ordinary Shares of the Company under Section 12 of the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the “Exchange Act”).
Appears in 1 contract
Sources: Underwriting Agreement (I-Mab)
Introductory. Connect Biopharma Holdings LimitedCOMPASS Pathways plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 12696098 (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] one (1) ordinary sharesshare, par nominal value $0.000174 per share£0.008 each, of the Company (each each, an “Ordinary Share”). The [•] ADSs to be sold by the Company are called hereinafter referred to as the “Firm ADSs.” In addition, the The Company has granted also proposes to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called ADSs, each representing one (1) Ordinary Share (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called referred to herein as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called and, if and to the “Firm Shares,” extent such option is exercised, the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or and the Offered ADSs herein also includes the SharesOrdinary Shares underlying the ADSs. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Evercore Group L.L.C. (“Evercore”) and China International Berenberg Capital Corporation Hong Kong Securities Limited have agreed to act Markets LLC (“Berenberg”) are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•]September 22, 2021 2020 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americasand Citibank N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong BranchCitibank N.A., as custodian (the “Depositary Custodian”) for the DepositaryDepositary or its nominee, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Limited5▇.▇▇▇ Inc., an exempted a company incorporated in the Cayman Islands with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] Underwriters 4,000,000 American Depositary Shares depositary shares (“ADSs”), each ADS representing [•] two class A ordinary shares, par value $0.000174 per share, shares of the Company at par value US$0.00001 per share (each an “Ordinary ShareShares”). The [•] , and certain shareholders of the Company named in Schedule B hereto (the “Selling Shareholders”), agree with the Underwriters, subject to the terms and conditions stated herein, to issue and sell to the Underwriters 4,000,000 ADSs (the aggregate of 8,000,000 ADSs to be sold by the Company are called and the Selling Shareholders being hereinafter collectively referred to as the “Firm ADSs.” In addition, the Securities”). The Company has granted also agrees to issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase aggregate of up to an 1,200,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities, in each case including the underlying Ordinary Shares, are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesSecurities”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale pursuant to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs this Agreement by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•]October 31, 2021 2013 (the “Deposit Agreement”), ) entered into among the Company, Deutsche Bank Trust Company AmericasCitibank N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing ADSs. M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. International plc, Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. shall act as representatives (the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf “Representatives”) of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (58.com Inc.)
Introductory. Connect Biopharma Holdings LimitedHUYA Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) Underwriters an aggregate of [•●] American Depositary Shares (“ADSs”), each representing [•] one Class A ordinary sharesshare of the Company, par value $0.000174 US$0.0001 per share, of the Company share (each an “Ordinary ShareShares”) and the shareholder listed in Schedule B hereto (“Selling Shareholder”) agrees, subject to the terms and conditions stated herein, with the Underwriters to sell to the several Underwriters an aggregate of [●] Ordinary Shares in the form of [●] ADSs (together, the “Firm Securities”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted agrees to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional aggregate of not more than [•●] ADSs as provided in Section 2and the Selling Shareholder agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] ADSs (together, “Optional Securities”), subject to the terms and conditions stated herein. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. . The Company and China International Capital Corporation Hong Kong Securities Limited have agreed the Selling Shareholder are hereinafter sometimes collectively referred to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “RepresentativesSellers.” 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of May 10, 2018, among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (HUYA Inc.)
Introductory. Connect Biopharma Holdings LimitedApollo Group, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands Arizona corporation (the “Company”"COMPANY"), proposes to issue and sell 5,000,000 shares ("FIRM SECURITIES") of its University of Phoenix Online common stock, no par value ("SECURITIES"), and also proposes to issue and sell to the several underwriters named in Schedule A (Underwriters, at the “option of the Underwriters”) , an aggregate of [•] American Depositary Shares not more than 750,000 additional shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, "OPTIONAL SECURITIES") of the Company (each an “Ordinary Share”)its Securities as set forth below. The [•] ADSs to be sold by Firm Securities and the Company Optional Securities are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are herein collectively called the “Optional ADSs.” The Firm ADSs and"OFFERED SECURITIES". It is understood that the Securities are intended to track the performance of University of Phoenix Online, if and to a division of the extent such option University of Phoenix, Inc., a wholly owned subsidiary of the Company. It is exercised, further understood that the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or Company will allocate all net proceeds from the Offered ADSs herein also includes Securities to University of Phoenix Online. As part of the Shares. ▇▇▇▇▇▇▇▇▇ LLC offering contemplated by this Agreement, Credit Suisse First Boston Corporation (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have the "DESIGNATED UNDERWRITER") has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to ____________________ shares, for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”"PARTICIPANTS"), as part of set forth in the distribution of Prospectus (as defined herein) under the Offered ADSs heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "DIRECTED SHARES") will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts Prospectus (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”defined below), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs hereby agrees with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, named in Schedule A hereto ("UNDERWRITERS") as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedInternet America, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Texas corporation (the “"Company”"), proposes to issue and sell to the several underwriters named in Schedule A (the “"Underwriters”") an aggregate of [•] American Depositary Shares 1,700,000 shares of its authorized but unissued Common Stock, $.01 par value per share (“ADSs”the "Common Stock"), each representing [•] ordinary shares, par value $0.000174 per share, and the shareholders of the Company who are named in Schedule B annexed hereto (each an “Ordinary Share”)the "Selling Shareholders") propose to sell 600,000 shares of issued and outstanding Common Stock to the Underwriters. The [•] ADSs Said shares, aggregating a total of 2,300,000 shares, are herein referred to be sold by as the Company are called the “"Firm ADSsCommon Shares.” " In addition, the Company has granted Selling Shareholders propose to grant to the Underwriters an option options to purchase up to an 345,000 additional [•] ADSs shares of Common Stock (such 345,000 shares being referred to as the "Optional Common Shares"), as provided in Section 25 hereof. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Common Shares and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Common Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares , are hereinafter collectively called referred to as the “"Common Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. " Hoak ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, e▇▇▇▇▇ ▇▇▇n▇▇▇▇ & Co. ▇o. and China International Capital Corporation Hong Kong Securities Limited [Co-Manager] 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 ADSsCommon Shares. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of You have advised the Company and persons having business relationships with the Selling Shareholders that the Underwriters propose to make a public offering of the Common Shares on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in their judgment is advisable. The Underwriters, the Company (collectively, and the “Participants”), as part Selling Shareholders hereby confirm their respective agreements with respect to the purchase of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Common Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedVerona Pharma plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 5375156 (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] 12,400,000 American Depositary Shares (“ADSs”), each representing [•] eight ordinary shares, par nominal value $0.000174 £0.05 per shareshare (the “Ordinary Shares”), of the Company (each an the “Ordinary ShareFirm Securities”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] 1,860,000 ADSs (the “Optional Securities”) as provided in Section 22 hereof. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Securities and, if and to the extent such option is exercised, the Optional ADSs Securities are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs or Securities and the Offered ADSs Securities herein also includes the SharesOrdinary Shares represented by the ADSs. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. (“▇▇▇▇▇ ▇▇▇▇▇▇▇”) and China International Capital Corporation Hong Kong Securities Limited Truist 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated herebySecurities. The ADSs will (as may be evidenced by American Depositary Receipts (the “ADRs”)) to shall be issued pursuant to a that certain deposit agreement agreement, dated as of [•]May 2, 2021 2017 (the “Deposit Agreement”), by and among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the all holders from time to time and beneficial owners of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs Securities and, if applicable, the Optional ADSsSecurities, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Deutsche Bank AGCitibank N.A., Hong Kong London Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. References in this Agreement to (1) the Company issuing and selling ADSs to the Underwriters, and similar or analogous expressions, shall be understood to include references to the Company allotting and issuing the new Ordinary Shares underlying those ADSs to the Custodian and procuring the issue of ADSs representing such Ordinary Shares by the Depositary or its nominee to the Underwriters and (2) the purchase of, or payment for, any ADSs, and similar or analogous expressions, shall be understood to refer to the subscription for the Ordinary Shares underlying those ADSs, as well as the deposit of the Ordinary Shares for ADSs representing such Ordinary Shares, and the payment of the subscription moneys in respect of such Ordinary Shares.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedThe ▇▇▇▇ Group Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Louisiana 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, no par value (“Securities”), and also proposes to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of [•] American Depositary Shares not more than 3,000,000 additional shares (“ADSsOptional Securities”) of its Securities, in each case registered under the registration statement referred to in Section 2(a), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”)as set forth below. The [•] ADSs to be sold by Firm Securities and the Company are called the “Firm ADSs.” In addition, the Company has granted to Optional Securities that the Underwriters an option may elect to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option Section 3 hereof are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are herein collectively called the “Offered ADSs.” Securities”. The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” Company and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] 120,000 shares of the Firm ADSs Offered Securities to be purchased by the Underwriters (the “Directed SharesReserved Securities”) shall be reserved for sale by the Underwriters to certain eligible directors, officers and employees the three directors of the Company and persons having business relationships with named in the Company Prospectus under the heading “Underwriting” (collectively, the “ParticipantsInvitees”), as part of the distribution of the Offered ADSs Securities by the Underwriters (the “Directed Share Program”) Underwriters, subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory AuthorityNational Association of Securities Dealers, Inc. (“FINRA”) and all other applicable laws, rule rules and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares such Reserved Securities are not orally confirmed for purchase by the Participants Invitees by the end of the first business day after the date of this Agreement, such Directed Shares Reserved Securities may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by hereby agrees with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedAcorn International, Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A B attached hereto (the “Underwriters”) an aggregate of [•] 6,700,000 American Depositary Shares depositary shares (“ADSs”), each representing [•] three ordinary shares, par value $0.000174 0.01 per share, of the Company (each an “Ordinary Share”). The [•] , and the shareholders listed in Schedule A attached hereto (the “Selling Shareholders”) proposes severally to sell to the Underwriters an aggregate of 1,000,000 ADSs (the aggregate of 7,700,000 ADSs to be sold by the Company are called and the Selling Shareholders being hereinafter referred to as the “Firm ADSs.” In addition, the ”). The Company has granted also proposes to sell to the Underwriters, at the option of ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated and Deutsche Bank Securities Inc., as representatives of the Underwriters (the “Representatives”), an option to purchase up to an aggregate of not more than 1,155,000 additional [•] ADSs, as set forth in Schedule B attached hereto (the 1,155,000 additional ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant being hereinafter referred to such option are collectively called as the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” ”. Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in Ordinary Shares underlying such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts depositary receipts (the “ADRs”) to be issued pursuant to a deposit agreement the Deposit Agreement dated as of on or about [•], 2021 2007 (the “Deposit Agreement”), ) among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing ADRs. Permitted Free Writing Prospectus used herein means the documents listed on Schedule D hereto and the electronic road show that has been approved by the Company and you for use in connection with the offering of the Offered ADSs issued thereundercontemplated hereby. The Company shallUnderwriters have not offered or sold and will not offer or sell, following subscription without the Company’s consent, any Offered ADSs by means of any “free writing prospectus” (as defined in Rule 405 under the Act) that is not a Permitted Free Writing Prospectus and that either (i) is required to be filed by the Underwriters of with the Firm ADSs and, if applicable, Commission pursuant to Rule 433 under the Optional ADSs, deposit, on behalf of Act or (ii) contains any “issuer information” (as defined in Rule 433 under the Underwriters, Act) that has not theretofore been filed with the Shares represented Commission by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beCompany.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedThe Chefs’ Warehouse, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•___] American Depositary Shares (“ADSs”), each representing [•] ordinary sharesshares of the common stock, par value $0.000174 0.01 per share, share (“Common Stock”) of the Company (each the “Company 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 [___] shares of Common Stock of the Company (the “Ordinary ShareSelling Stockholders Firm Shares”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has Selling Stockholders have severally granted to the Underwriters an option to purchase up to an additional [•___] ADSs shares of Common Stock (the “Optional Shares”), with 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 [•] ADSs to be sold by Company Shares and the Company pursuant to such option Selling Stockholders Firm Shares are collectively called the “Firm Shares.” The Selling Stockholders Firm Shares and the Optional ADSsShares are collectively called the “Selling Stockholders Shares.” The Firm ADSs Shares and, if and to the extent such option is exercised, the Optional ADSs Shares are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC & Company, Inc. (“Jefferies”), SVB Leerink LLC, BMO Capital Markets Corp. (“BMO”) and ▇▇▇▇▇ ▇▇Fargo Securities, LLC (“▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 requiresShares. The Underwriters agree Representatives agrees that up to [•] ________ of the Firm ADSs to be purchased by the Underwriters Company Shares (the “Directed Shares”) shall be reserved for sale by the Underwriters and their affiliates to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs Shares by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the such Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Chefs' Warehouse Holdings, LLC)
Introductory. Connect Biopharma Suntech Power Holdings LimitedCo., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”"COMPANY"), proposes to issue and sell to the several underwriters named in Schedule A B attached hereto (the “Underwriters”"UNDERWRITERS") an aggregate of [•] 20,000,000 American Depositary Shares depositary shares (“"ADSs”"), each representing [•] one ordinary sharesshare, par value $0.000174 0.01 per share, of the Company (each an “Ordinary Share”"ORDINARY SHARE"). The [•] , and the shareholders listed in Schedule A attached hereto (the "SELLING SHAREHOLDERS") propose severally to sell to the Underwriters an aggregate of 6,380,000 ADSs (the aggregate of 26,380,000 ADSs to be sold by the Company are called and the “Firm Selling Shareholders being hereinafter referred to as the "FIRM ADSs.” In addition, the "). The Company has granted also proposes to sell to the Underwriters Underwriters, at the option of Credit Suisse First Boston LLC and Morgan Stanley & Co. International Limited, as representatives of the ▇▇▇▇▇▇r▇▇▇▇▇ (the "REPRESENTATIVES"), an aggregate of not more than 2,820,655 additional ADSs, and one of the Selling Shareholders also propose to sell to the Underwriters, at the option to purchase up to of the Underwriters, an aggregate of not more than 1,136,345 additional [•] ADSs, as set forth in Schedule A attached hereto (the aggregate of 3,957,000 additional ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant and the Selling Shareholders being hereinafter referred to such option are collectively called as the “Optional "OPTIONAL ADSs.” "). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are herein collectively called the “Offered "OFFERED ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” ". Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in Ordinary Shares underlying such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To The Offered ADSs will be evidenced by American depositary receipts ("ADRs") to be issued pursuant to the extent there are no additional underwriters listed Deposit Agreement dated on Schedule A heretoor about December [ ], 2005 (the term “Representatives” "DEPOSIT AGREEMENT") Suntech Power Holdings Co., Ltd. Underwriting Agreement among the Company, The Bank of New York as used herein shall mean you, as Underwritersdepositary (the "DEPOSITARY"), and the term “Underwriters” shall mean either holders and beneficial owners from time to time of the singular or ADRs. As part of the pluraloffering contemplated by this Agreement, as Credit Suisse First Boston LLC (the context requires. The Underwriters agree that up "DESIGNATED UNDERWRITER") has agreed to [•] reserve out of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to [ ] shares, for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”"PARTICIPANTS"), as part of set forth in the distribution of Prospectus (as defined herein) under the Offered heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm ADSs to be sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "DIRECTED SECURITIES") will be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase sold by the Participants Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed Securities not subscribed for by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as set forth in the Prospectus. It is understood that as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts reorganization of the Company and its subsidiaries prior to the offering, the Company and/or its subsidiaries have completed a series of transactions (the “ADRs”"REORGANIZATION") to be issued pursuant to a deposit agreement dated as described in the Prospectus under the caption "Prospectus Summary--Corporate Structure", in the second paragraph under the captions "Summary Consolidated and Financial and Operating Data" and "Selected Consolidated and Financial and Operating Data," in the second paragraph under the caption "Management's Discussion and Analysis of [•], 2021 (Financial Condition and Results of Operations--Overview," and in the “Deposit Agreement”)first paragraph under the caption "Management's Discussion and Analysis of Financial Condition and Results of Operations--Share-based Compensation Expenses," including, among other things, the Companyentry into various agreements filed as Exhibit 4.4, Deutsche Bank Trust Company Americas4.5 and 4.6 to the Initial Registration Statement (as defined below) (each a "RELEVANT CONTRACT" and, as depositary (collectively, the “Depositary”"RELEVANT CONTRACTS"), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by and the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs Selling Shareholders hereby agree with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: Underwriting Agreement (Suntech Power Holdings Co., Ltd.)
Introductory. Connect Biopharma Holdings LimitedSymbion, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”"COMPANY"), proposes to issue and sell to the several underwriters Underwriters named in Schedule A hereto (collectively, the “"UNDERWRITERS") 7,200,000 shares ("FIRM SECURITIES") of its common stock, $0.01 par value ("SECURITIES"), and also proposes to issue and sell to the Underwriters”) , at the option of the Underwriters, an aggregate of [•] American Depositary Shares not more than 1,080,000 additional shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, "OPTIONAL SECURITIES") of the Company (each an “Ordinary Share”)its Securities as set forth below. The [•] ADSs to be sold by Firm Securities and the Company Optional Securities are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are herein collectively called the “Optional ADSs"OFFERED SECURITIES.” The Firm ADSs and" As part of the offering contemplated by this Agreement, if and to the extent such option is exercisedCredit Suisse First Boston LLC (or any affiliated agents) (collectively, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have "DESIGNATED UNDERWRITER") has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to 360,000 shares, for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”"PARTICIPANTS"), as part of set forth in the distribution of Prospectus (as defined herein) under the Offered ADSs heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "DIRECTED SHARES") will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunderProspectus. The Company shall, following subscription by hereby agrees with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedMynaric AG, an exempted company with limited liability incorporated a stock corporation (Aktiengesellschaft) under the laws of the Cayman Islands Federal Republic of Germany (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters [●] American Depositary Shares (the “UnderwritersFirm ADSs”), representing [●] ordinary bearer shares (no-par value shares) with a pro rata amount of the share capital attributable to each ordinary bearer share (auf die einzelne Aktie entfallender anteiliger Betrag des Grundkapitals) of €1.00 each of the Company (the “Ordinary Shares”) (such [●] Ordinary Shares being hereinafter referred to as the “Firm Shares”). The Company also agrees to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [•●] American Depositary Shares (“ADSsOptional ADS(s)”) representing [●] Ordinary Shares (the “Optional Shares”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”)as set forth below. The [•] ADSs Firm Shares and the Optional Shares are herein collectively referred to be sold by the Company are called as the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2Shares”. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are herein collectively called referred to as the “Offered ADSs.” ”. The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares are herein collectively referred to as the “Firm Securities”. The Optional ADSs and the Optional Shares are hereinafter herein collectively called referred to as the “Shares.” Unless Optional Securities”. The Firm Securities and the context otherwise requires, each reference Optional Securities are herein collectively referred to the Firm ADSs, the Optional ADSs or the “Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesSecurities”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of [●], 2021, among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, [Frankfurt branch] as depositary (the “Depositary”), and the holders from time to time and beneficial owners of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) issued by the Depositary and evidencing the ADSs. Each ADS will initially represent the right to receive [●] Ordinary Shares deposited pursuant to the Deposit Agreement. The subscription for the Depositary, which Firm Shares and the Optional Shares shall deliver such ADSs to be effected by ▇▇▇▇▇▇ Privatbank AG (the Representatives “Settlement & Subscription Agent”) acting in its own name but for the account of the several Underwriters for subsequent delivery to in accordance with the other several terms of this Agreement. For the avoidance of doubt, the Settlement & Subscription Agent shall not be a member of the syndicate of Underwriters or the investors, as the case may benamed in Schedule A hereto.
Appears in 1 contract
Sources: Underwriting Agreement (Mynaric AG)
Introductory. Connect Biopharma Jupai Holdings Limited, an exempted company incorporated in the Cayman Islands with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes agrees with the several underwriters named in Schedule A-1 hereto (the “Underwriters”), for whom you are acting as the representative (the “Representative”), to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) Underwriters an aggregate of [•] 4,400,000 American Depositary Shares depositary shares (“ADSs”), each ADS representing [•] six ordinary shares, shares of the Company of par value $0.000174 0.0005 per shareshare (“Ordinary Shares”), of and each person listed in Schedule A-2 annexed hereto other than the Company (each an a “Ordinary ShareSelling Shareholder”, and collectively, the “Selling Shareholders”), severally and not jointly, agrees with the Underwriters to sell to the Underwriters that certain number of ADSs set forth opposite its name on Schedule A-2 (the aggregate of 1,466,000 ADSs to be issued and/or sold by the Company and the Selling Shareholders being hereinafter referred to as the “Firm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 879,900 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). Schedule A-2 attached hereto sets forth the number of Firm Securities and Optional Securities to be issued and/or sold by each of the Company and the Selling Shareholders. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented Securities”. As part of the offering contemplated by the Firm ADSs are hereinafter called this Agreement, Credit Suisse Securities (USA) LLC (the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesDesignated Underwriter”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have ) has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities being purchased by the Underwriters (the “Directed Shares”) shall be reserved under this Agreement up to 469,280 ADSs for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject ). The Firm Securities to be sold by the Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the “Directed Shares”) will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs being purchased by the Underwriters will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•·], 2021 2015 (the “Deposit Agreement”), entered into among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders all owners and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedCOMPASS Pathways plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 12696098 (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•l] American Depositary Shares (“ADSs”), each representing [•] one (1) ordinary sharesshare, par nominal value $0.000174 per share£0.001 each, of the Company (each each, an “Ordinary Share”). The [•l] ADSs to be sold by the Company are called hereinafter referred to as the “Firm ADSs.” In addition, the The Company has granted also proposes to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•l] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called ADSs, each representing one (1) Ordinary Share (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called referred to herein as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called and, if and to the “Firm Shares,” extent such option is exercised, the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or and the Offered ADSs herein also includes the SharesOrdinary Shares underlying the ADSs. ▇▇▇▇▇▇▇▇▇ and Company, LLC (“JefferiesCowen”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Evercore Group L.L.C. (“Evercore”) and China International Berenberg Capital Corporation Hong Kong Securities Limited have agreed to act Markets LLC (“Berenberg”) are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives.” As part of the offering contemplated by this Agreement, Cowen (the “Designated Underwriter”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up has agreed to [•] reserve out of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement up to [l] shares for sale to certain eligible the Company’s and its subsidiaries’ officers, directors, officers employees, customers and friends of the Company’s and its subsidiaries’ officers, directors and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of set forth in the distribution of Prospectus (as defined below) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share ADS Program”) subject ). The Firm ADSs to be sold by the Designated Underwriter pursuant to the terms of this Agreement, Directed ADS Program (the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRADirected ADSs”) and all other applicable laws, rule and regulations. The Directed Share Program shall will be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase sold by the Participants Designated Underwriter pursuant to this Agreement at the public offering price. Any Directed ADSs not subscribed for by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyProspectus. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be dated as of [•l], 2021 2020 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americasand Citibank N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such ADSs with Deutsche Bank AG, Hong Kong BranchCitibank N.A., as custodian (the “Depositary Custodian”) for the DepositaryDepositary or its nominee, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. As described more fully in the Registration Statement, General Disclosure Package and Prospectus, in connection with and prior to the completion of the offering contemplated by this Agreement, (i) all shareholders of COMPASS Pathfinder Holdings Limited, a private limited company incorporated under the laws of England and Wales with registered number 10830790, exchanged each of the shares held by them in COMPASS Pathfinder Holdings Limited for 1,161 shares of the same class in COMPASS Rx Limited, a private limited company incorporated under the laws of England and Wales with registered number 12696098, on August 7, 2020, (ii) COMPASS Rx Limited re-registered as a public limited company incorporated under the laws of England and Wales and changed its name to COMPASS Pathways plc on August 21, 2020, and (iii) all of the issued preferred shares, series A preferred shares and series B preferred shares in the Company will be converted into ordinary shares, of nominal value £0.001 each (collectively, the “Corporate Reorganization”).
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedVerona Pharma plc, an exempted a public limited company with limited liability incorporated under the laws of the Cayman Islands England and Wales with registered number 5375156 (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•·] ordinary shares, nominal value £0.05 per share (the “Ordinary Shares”), of the Company (the “Firm Shares”) and [·] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of eight Ordinary Shares (the Company (each an “Ordinary ShareFirm ADSs”). The [•] Firm Shares and the Firm ADSs to be sold by the Company are collectively called the “Firm ADSsSecurities.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•·] Ordinary Shares (the “Optional Shares”) and up to an additional [·] ADSs (the “Optional ADSs”) as provided in Section 2. The additional [•] Optional Shares and the Optional ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSsSecurities.” The Firm ADSs Securities and, if and to the extent such option is exercised, the Optional ADSs Securities are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs or Securities and the Offered ADSs Securities herein also includes the SharesOrdinary Shares represented by the ADSs. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ) and ▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited Company, 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated herebySecurities. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•·], 2021 2017 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by has prepared and filed with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian Securities and Exchange Commission (the “Depositary CustodianCommission”) for a registration statement on Form F-1, File No. 333-217124 with respect to the DepositaryOffered Securities, which shall deliver such ADSs contains a form of prospectus to be used in connection with the Representatives for the account public offering and sale of the several Underwriters for subsequent delivery to Offered Securities in the other several Underwriters or form of ADSs in the investorsUnited States. Such registration statement, as the case may be.as
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedA▇▇▇▇-▇▇▇▇▇▇▇▇ Energy Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares 3,000,000 shares (the “ADSsFirm Shares”), each representing [•] ordinary shares) of its Common Stock, par value $0.000174 0.01 per share, of share (the Company (each an “Ordinary ShareCommon Stock”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs 450,000 shares (the “Optional Shares”) of Common Stock, as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Shares and, if and to the extent such option is exercised, the Optional ADSs Shares, are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares”. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International RBC Capital Markets Corporation Hong Kong Securities Limited 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 ADSsShares. To As more fully described in the extent there are no additional underwriters listed on Schedule A heretoRegistration Statement (as defined below), 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 Underwriters agree that up Company has agreed to [•] purchase all of the Firm ADSs to be purchased by the Underwriters outstanding capital stock of DLS Drilling, Logistics & Services Corporation (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “ParticipantsDLS”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit stock purchase agreement dated April 27, 2006. The acquisition by the Company of all of the outstanding capital stock of DLS, as of [•]described in the Registration Statement, 2021 (is referred to herein as the “Deposit Acquisition.” With respect to the representations, warranties and agreements made by the Company in this Agreement concerning its subsidiaries, such representations, warranties and agreements shall be deemed to include DLS. In connection with the Acquisition, the Company will (i) offer and sell the Securities contemplated by this Agreement”); (ii) offer and sell the Notes pursuant to a purchase agreement dated August 8, 2006, among the Company, Deutsche Bank Trust Company Americas, as depositary the guarantors and the initial purchaser named therein; and (iii) enter into an amendment of its $25.0 million senior secured credit facility (the “DepositaryBank Credit Facility”), . These transactions (but not including the offering of the Securities contemplated by this Agreement and the holders from time Registration Statement) are collectively referred to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, herein as custodian (the “Depositary CustodianTransactions.”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Allis Chalmers Energy Inc.)
Introductory. Connect Biopharma Holdings LimitedSunrun Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters Underwriters named in Schedule A B hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary sharesfor whom Credit Suisse Securities (USA) LLC, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇, Sachs & Co., and ▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act LLC are acting as representatives of the several Underwriters (in such capacity, the “Representatives”), to issue and sell to the several Underwriters [●] shares of its common stock, $0.0001 par value per share (the “Securities”) and certain of the stockholders listed in connection Schedule A hereto (“Selling Stockholders”) agree severally with the offering and sale Underwriters to sell to the several Underwriters an aggregate of [●] outstanding shares of the Offered ADSsSecurities (together, such [●] shares of Securities being hereinafter referred to as the “Firm Securities”). To The Company also agrees to issue and sell to the extent there are no Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional underwriters listed on Schedule A heretoshares of its Securities, and certain of the Selling Stockholders also agree to sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than [●] additional outstanding shares (such [●] additional shares, collectively, the term “Representatives” as used herein shall mean youOptional Securities”), as Underwriters, set forth below. The Firm Securities and the term Optional Securities are herein collectively called the “Underwriters” shall mean either Offered Securities”. As part of the singular or offering contemplated by this Agreement, the plural, as Underwriters have agreed to reserve out of the context requires. The Underwriters agree that Firm Securities purchased by them under this Agreement up to [•●] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved shares for sale to certain eligible the Company’s directors, officers and employees officers, employees, certain business partners of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations). The Directed Share Program shall be administered by [•]Fidelity Capital markets, a division of National Financial Services LLC (“Fidelity”). To the extent that The Firm Securities to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares.” Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Sunrun Inc.)
Introductory. Connect Biopharma Holdings LimitedFlowserve Corporation, an exempted company with limited liability incorporated under the laws of the Cayman Islands a New York corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary sharesacting severally and not jointly, par value the respective amounts set forth in such Schedule A of $0.000174 per share, 300,000,000 aggregate principal amount of the Company Company’s 4.000% Senior Notes due 2023 (each an the “Ordinary ShareNotes”). The [•] ADSs to be sold by the Company are called the ▇.▇. ▇▇▇▇▇▇ Securities LLC (“Firm ADSs▇.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares▇. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & Co. ▇▇▇▇▇ Incorporated and China International Capital Corporation Hong Kong Securities Limited ▇▇▇▇▇ Fargo Securities, LLC have agreed to act as representatives of the several Underwriters (in such capacity, collectively, the “Representatives”) in connection with the offering and sale of the Offered ADSsNotes. To the extent there are no additional underwriters listed on Schedule A heretoto this Underwriting Agreement (this “Agreement”) other than the Representatives, the term “Representatives” as used herein shall mean you, the Representatives as the Underwriters, and the term terms “Representatives” and “Underwriters” shall mean either the singular or the plural, plural as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs Notes will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement an indenture, dated as of [•]September 11, 2021 2012 (the “Deposit AgreementBase Indenture”), among the Company, Deutsche the subsidiary guarantors party thereto and U.S. Bank National Association, as trustee (the “Trustee”), as amended and supplemented by that certain Second Supplemental Indenture, to be dated as of November 1, 2013 (the “Second Supplemental Indenture”), among the Company, the subsidiary guarantors party thereto (each a “Subsidiary Guarantor” and collectively, the “Subsidiary Guarantors”) and the Trustee. The Base Indenture as amended and supplemented by the Second Supplemental Indenture is referred to herein as the “Indenture”). The Notes will be guaranteed on a senior unsecured basis by each of the Subsidiary Guarantors pursuant to their guarantee set forth in the Indenture (each a “Guarantee” and collectively, the “Guarantees”). The Notes and the Guarantees are referred to herein collectively as the “Securities.” The Notes will be issued in book-entry form in the name of Cede & Co., as nominee of The Depository Trust Company Americas, as depositary (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), between the Company and the holders Depositary. The Notes, the Guarantees, the Indenture, the DTC Agreement and this Agreement are referred to herein collectively as the “Operative Documents.” The Company and the Subsidiary Guarantors have prepared and filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form S-3 (File No. 333-183634), which contains a base prospectus (the “Base Prospectus”), to be used in connection with the public offering and sale of debt securities, including the Securities, and other securities of the 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 of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs in accordance with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.Rule
Appears in 1 contract
Introductory. Connect Biopharma Holdings Limitedargenx SE, an exempted a Dutch European public company with limited liability incorporated under the laws of the Cayman Islands (Societas Europaea or SE), (the “Company”), proposes to issue and sell sell, pursuant to the terms of this Underwriting Agreement (the “Agreement”), to the several underwriters named in Schedule A hereto (the “Underwriters,” or, each, an “Underwriter”) ), an aggregate of [•] 3,475,000 ordinary shares, nominal value €0.10 per share (the “Ordinary Shares”) of the Company to be delivered in the form of an aggregate of 3,475,000 American Depositary Shares of the Company (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] aggregate of 3,475,000 ADSs so proposed to be issued and sold by the Company are called is hereinafter referred to as the “Firm ADSs.” In addition, the The Company has granted also proposes to issue and sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs 521,250 Ordinary Shares to be sold by delivered in the Company pursuant form of up to such option are collectively called an additional 521,250 ADSs (the “Optional ADSs.” ”). The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are hereinafter collectively called referred to as the “Offered ADSs.” The Offered ADSs and the Ordinary Shares represented by the Firm underlying such ADSs are hereinafter called collectively referred to as the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. LLC (“▇▇▇▇▇▇ ▇▇▇▇▇▇▇”), ▇▇▇▇▇ and China International Capital Corporation Hong Kong Securities Limited have agreed to act Company, LLC (“Cowen”) and Evercore Group L.L.C. are acting as representatives of the several Underwriters (and in such capacity, capacity are hereinafter referred to as the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional Offered ADSs, deposit, on behalf of the Underwriters, the Ordinary Shares represented by such being delivered in the form of the Offered ADSs with Deutsche ING Bank AG, Hong Kong Branch, N.V. as custodian (the “Depositary Custodian”) for The Bank of New York Mellon (the “Depositary”), which shall deliver such the Offered ADSs to the Representatives Representative for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be. Each ADS will represent one Ordinary Share and will be evidenced by American Depository Receipts (“ADRs”) to be issued by the Depositary, pursuant to the deposit agreement dated May 17, 2017 (the “Deposit Agreement”) by and among the Company, the Depositary and the holders and beneficial holders from time to time of the ADSs. Each reference herein to an ADR shall include the corresponding ADS and vice versa. The Company understands that the Underwriters propose to make a public offering of the Offered ADSs as soon as the Representatives deem advisable after this Agreement has been executed and delivered. The price to the public of the Offered ADSs has been fixed through a book-building process immediately prior to the signing of this Agreement.
Appears in 1 contract
Sources: Underwriting Agreement (Argenx Se)
Introductory. Connect Biopharma Holdings LimitedGemini Genomics plc, an exempted a public limited company with limited liability incorporated organized under the laws of the Cayman Islands England and Wales (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 [•] 6,000,000 American Depositary Shares depositary shares (“"ADSs”), each ") representing [•] ordinary shares, par value $0.000174 per share, 12,000,000 of the Company Company's Ordinary Shares, 5p nominal value (each an “the "Ordinary Share”Shares"). The [•] aggregate of 6,000,000 ADSs so proposed to be sold by are hereinafter referred to as the Company are called the “"Firm ADSs.” In addition, " and the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called referred to as the “"Firm Shares,” ". The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional 900,000 ADSs (the "Optional ADSs") representing 1,800,000 Ordinary Shares represented by (the "Optional Shares"). The Firm ADSs and the Optional ADSs are hereinafter called collectively referred to as the “Optional Shares,” and "ADSs", the Firm Shares and the Optional Shares are hereinafter collectively called referred to as the “"Shares.” Unless " and references to ADSs include the ADRs (as defined below) evidencing such ADSs, in each case, unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇ ▇▇▇▇▇ LLC Securities Corporation (“Jefferies”), SVB Leerink LLC, ▇▇▇"▇▇ ▇▇▇▇▇") and ▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act Inc. are acting as representatives of the several Underwriters (and in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there capacity are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular or the plural, hereinafter referred to as the context requires. "Representatives." The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directorsADSs, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “"ADRs”) to "), will be issued pursuant to a deposit agreement dated as of [•], 2021 in accordance with the Deposit Agreement (the “"Deposit Agreement”"), among the Company, Deutsche The Bank Trust Company Americasof New York, as depositary (the “"Depositary”"), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. Each ADS will represent __ Ordinary Shares deposited pursuant to the Deposit Agreement and delivered to The Company shallBank of New York, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong BranchLondon office, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedStealth BioTherapeutics Corp, an exempted a company with limited liability incorporated organized under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•●] American Depositary Shares (“ADSs”), each representing [•●] ordinary shares, par value $0.000174 0.0003 per share, of the Company (each an “Ordinary Share”). The [•●] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•●] ADSs as provided in Section 2. The additional [•●] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Evercore Group L.L.C. (“Evercore”) and China International BMO Capital Corporation Hong Kong Securities Limited Markets Corp. (“BMO”) 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement to be dated as of [•●], 2021 2019 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Stealth BioTherapeutics Corp)
Introductory. Connect Biopharma Holdings LimitedUNITED FINANCIAL MORTGAGE CORP., an exempted company with limited liability incorporated under the laws of the Cayman Islands Illinois corporation (the “"Company”"), proposes to issue and sell _____________ shares of its authorized but unissued Common Stock, no par value (the "Firm Common Stock") to you, or if there be any so named, to the several underwriters named in Schedule A annexed hereto (the “"Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”"), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”)for whom you are acting as representative. The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted proposes to grant to you or to the Underwriters Underwriters, as the case may be, an option to purchase up to an aggregate of ________ additional [•] ADSs shares of Common Stock (the "Optional Common Shares"), as provided in Section 25 hereof. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs Common Shares and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Common Shares are hereinafter collectively called referred to as the “"Common Shares.” Unless the context otherwise requires, each reference to the Firm ADSs" In addition, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇Company proposes to sell to ▇▇▇▇▇ LLC Financial Services, Inc. warrants (“Jefferies”), SVB Leerink LLC, "Underwriter's Warrants") to purchase _________ (up-to __________ if the over-allotment option is exercised) pursuant to an Underwriter's Warrant Purchase Agreement between the Company and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited Financial Services, Inc. You have agreed to act as representatives of advised the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and the term “Underwriters” shall mean either the singular Company that you or the plural, as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be, propose to make a public offering of their respective portions of the Common Shares on the effective date of the registration statement hereinafter referred to, or as soon thereafter as in your judgment is advisable. The Company hereby confirms its agreements with respect to the purchase of the Common Shares by you or the Underwriters, as the case may be, as follows.
Appears in 1 contract
Sources: Common Stock Purchase Agreement (United Financial Mortgage Corp)
Introductory. Connect Biopharma Holdings Limited▇▇▇▇▇ ▇▇▇▇▇ Inc., an exempted company with limited liability incorporated under the laws of the Cayman Islands a Delaware corporation (the “Company”), proposes to issue ) and sell to the several underwriters named in Schedule A (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇, a New York general partnership and subsidiary of the Company (“▇▇▇▇▇ & Co. ▇▇▇▇▇ GP”, and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of together with the several Underwriters (in such capacityCompany, the “RepresentativesIssuers”) in connection with the offering propose to issue and sale sell to Banc of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters America Securities LLC (the “Directed SharesInitial Purchaser”) shall $50,000,000 aggregate principal amount of the Issuers’ Senior Secured Floating Rate Notes due 2010 (the “Notes”). The Notes will be reserved for sale to certain eligible directorsthe joint and several obligations of each of the Issuers. The payment of principal, officers premium and employees Liquidated Damages (as defined in the Indenture (as defined below)), if any, and interest on the Notes and the Exchange Notes (as defined in the Offering Memorandum (as defined below)), will be fully and unconditionally guaranteed on a senior secured basis, jointly and severally, by ▇▇▇▇▇ ▇▇▇▇▇ Holdings, Inc., a Delaware corporation (“Holdings”) and all the existing and future direct and indirect domestic subsidiaries of the Company (other than ▇▇▇▇▇ ▇▇▇▇▇ GP), and persons having business relationships any subsidiary of the Company formed or acquired after the Closing Date (as defined in Section 2) that executes an additional guarantee in accordance with the Company terms of the Indenture, and their respective successors and assigns (collectively, the “ParticipantsGuarantors”), pursuant to their guarantees (the “Guarantees”). The Notes and the Guarantees thereof are herein collectively referred to as part the “Securities”; and the Exchange Notes and the Guarantees attached thereto are herein collectively referred to as the “Exchange Securities.” The Issuers have prepared and will deliver to the Initial Purchaser copies of the final Offering Memorandum, dated on or about the date hereof, describing the terms of the Securities, for use by the Initial Purchaser in connection with its solicitation of offers to purchase the Securities. As used herein, the “Offering Memorandum” shall mean, with respect to any date or time referred to in this Agreement, the Issuers’ final Offering Memorandum, dated on or about the date hereof, including amendments or supplements thereto and any exhibits thereto, in the most recent form that has been prepared and delivered by the Issuers to the Initial Purchaser in connection with its solicitation of offers to purchase Securities and all information incorporated therein by reference. Further, any reference to the Offering Memorandum shall be deemed to refer to and include any Additional Issuer Information (as defined in Section 3) furnished by the Issuers prior to the completion of the distribution of the Offered ADSs by Securities. The Securities will be issued pursuant to the Underwriters indenture, dated as of December 20, 2004 (the “Directed Share ProgramIndenture”), among the Issuers, U.S. Bank National Association, as trustee (the “Trustee”) and the Guarantors. Securities issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”) pursuant to a DTC blanket issuer letter of representations (the “DTC Agreement”), among the Issuers and the Depositary. Concurrently with the issuance of the Securities, the Issuers and the Guarantors will use the proceeds of the issuance of the Notes to permanently repay part of the borrowings under the Credit Agreement, dated as of July 21, 2003, as amended by Amendment No. 1 thereto, dated July 22, 2004, and Amendment No. 2 thereto, dated August 9, 2005, among the Issuers, the Guarantors, and the agents and lenders thereunder (the “Revolving Credit Agreement”) and for other purposes described under the caption “Use of Proceeds” in the Offering Memorandum (collectively, the “Refinancing”). The holders of the Securities and their direct and indirect transferees will also be entitled to the benefit of security interests (“Liens”) in various personal property and other assets (the “Collateral”) granted under the Amended and Restated Security Agreement among the Issuers, the Guarantors and the collateral agent named thereunder (the “Collateral Agent”), and the Pledge Agreement, among the same parties, in each case, dated as of December 20, 2004 (collectively, the “Security Agreements”), and the other collateral documents related thereto (the “Other Collateral Documents”). All of the aforementioned Liens will be subject to the terms of this the Intercreditor Agreement, dated as of July 30, 2004, between the applicable rulesCollateral Agent and the collateral agent for lenders under the Revolving Credit Agreement (as amended, regulations restated, supplemented or modified from time to time, the “Intercreditor Agreement”). Together, the Security Agreements and interpretations the Other Collateral Documents are referred to herein as the “Collateral Documents.” The issuance and sale of the Financial Industry Regulatory AuthoritySecurities, Inc. the Refinancing and all related transactions are hereinafter referred to collectively as the “Transactions,” and documents executed in connection therewith are referred to collectively as the “Transaction Documents.” The holders of the Securities will be entitled to the benefits of a registration rights agreement, to be dated as of the Closing Date (the “FINRARegistration Rights Agreement”), among the Issuers, the Guarantors and the Initial Purchaser. Each of the Issuers understands that the Initial Purchaser proposes to make an offering of the Securities on the terms and in the manner set forth herein and in the Offering Memorandum and agrees that the Initial Purchaser may resell, subject to the conditions set forth herein, all or a portion of the Securities to purchasers (the “Subsequent Purchasers”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day at any time after the date of this Agreement, such Directed Shares may . The Securities are to be offered and sold to or through the public by Initial Purchaser without being registered with the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts Securities and Exchange Commission (the “ADRsCommission”) to be issued pursuant to a deposit agreement dated under the Securities Act of 1933 (as of [•]amended, 2021 (the “Deposit Agreement”Securities Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder), among in reliance upon exemptions therefrom. The terms of the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), Securities and the holders Indenture will require that investors who acquire Securities expressly agree that Securities may only be resold or otherwise transferred, after the date hereof, if such Securities are registered for sale under the Securities Act or if an exemption from time to time the registration requirements of the ADRs evidencing Securities Act is available (including the ADSs issued exemptions afforded by Rule 144A (“Rule 144A”) or Regulation S (“Regulation S”) thereunder). The Company shall, following subscription by Issuers and the Underwriters of Guarantors hereby confirm their agreement with the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, Initial Purchaser as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedHUYA Inc., an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule SCHEDULE A hereto (the “Underwriters”) ), an aggregate of [•] 15,000,000 American Depositary Shares (“ADSs”), each ADS representing [•] one Class A ordinary sharesshare, par value $0.000174 US$0.0001 per share, share (the “Ordinary Shares”) of the Company (each an the “Ordinary ShareFirm Securities”). The [•] ADSs Company also agrees to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an additional [•] aggregate of not more than 2,250,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”), subject to the terms and conditions stated herein. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of [●], 2018 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderADSs. As part of the offering contemplated by this Agreement, UBS Securities LLC (the “Designated Underwriter”) has agreed to reserve out of the Firm Securities purchased by it under this Agreement, up to 75,000 ADSs, for sale to the Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the General Disclosure Package (as defined herein) and the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Company shall, following subscription Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) will be sold by the Designated Underwriter pursuant to this Agreement at the Public Offering Price. Any Directed Shares not subscribed for by the end of the business day on which this Agreement is executed will be offered to the public by the Underwriters of as set forth in the Firm ADSs and, if applicable, General Disclosure Package and the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (HUYA Inc.)
Introductory. Connect Biopharma The shareholders of Vipshop Holdings Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes listed in Schedule B hereto (“Selling Shareholders”) agree, severally, subject to issue the terms and conditions stated herein, to sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 1,140,000 American Depositary Shares (“ADSs”), each ADS representing [•] two ordinary shares, par value $0.000174 0.0001 per share, share (the “Ordinary Shares”) of the Company (each Company, and, at the election of the Underwriters, up to an “Ordinary Share”)aggregate of 171,000 additional ADSs. The [•] aggregate of 1,140,000 ADSs to be sold by the Company Selling Shareholders are called hereinafter referred to as the “Firm ADSs.Securities,” In addition, and the Company has granted to the Underwriters an option to purchase aggregate of up to an 171,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant Selling Shareholders are hereinafter referred to such option are collectively called as the “Optional ADSsSecurities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities, if any, to be sold by each of the Selling Shareholders. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), dated as of March 22, 2012 among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders and beneficial holders from time to time of the ADRs American Depositary Receipts (“ADRs”) issued by the Depositary and evidencing the ADSs issued thereunderADSs. Concurrently with the issuance and offering of the Offered Securities, the Company is offering in an offering registered under the Act (as defined below) by means of a base prospectus as supplemented by a prospectus supplement US$400,000,000 aggregate principal amount of the Company’s [ ]% Convertible Senior Notes due 2019 (the “Notes”). ▇▇▇▇▇▇▇ ▇▇▇▇▇ (Asia) L.L.C. and Deutsche Bank Securities Inc. are acting as underwriters (collectively the “Note Underwriters”) in the concurrent offering of the Notes. The Company shall, following subscription by has granted the Notes Underwriters an option to purchase up to an additional US$60,000,000 aggregate principal amount of Notes. The Company and the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by Note Underwriters will be entering into an underwriting agreement with respect to such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beconcurrent offering.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedAgria Corporation., an exempted a company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”"COMPANY"), proposes agrees with the several underwriters named in Schedule B hereto (the "UNDERWRITERS") to issue and sell to the several underwriters named Underwriters 12,000,000 American depositary shares ("ADSS"), each ADS representing two ordinary shares of the Company at par value US$0.0000001 per share (the "ORDINARY SHARES"), and Brothers Capital Limited, a shareholder of the Company listed in Schedule A hereto (the “Underwriters”"SELLING SHAREHOLDER") agrees severally and not jointly to sell to the Underwriters an aggregate of [•] American Depositary Shares 5,150,000 ADSs (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the ADSs being sold by the Company (each an “Ordinary Share”and the Selling Shareholder are hereafter referred to as the "FIRM SECURITIES"). The [•] Company also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 2,572,500 additional ADSs to be (such additional ADSs being sold by the Company are called hereafter referred to as the “"OPTIONAL SECURITIES"), as set forth below. The Firm ADSs.” In additionSecurities and the Optional Securities, including in each case, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs andunderlying Ordinary Shares, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless "OFFERED SECURITIES". As part of the context otherwise requiresoffering contemplated by this Agreement, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ Credit Suisse Securities (USA) LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have the "DESIGNATED UNDERWRITER") has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to 1,300,000 ADSs, for sale to certain eligible the Company's directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”"PARTICIPANTS"), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs heading "Underwriting" (the "DIRECTED SHARE PROGRAM"). The Firm Securities to be sold by the Underwriters (the “Directed Share Program”) subject Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the "DIRECTED SHARES") will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs included in the Offered Securities purchased by the Underwriters will be evidenced by American Depositary Receipts depositary receipts (the “ADRs”"ADRS") to be issued pursuant to a deposit agreement dated as of [•-], 2021 2007 (the “Deposit Agreement”"DEPOSIT AGREEMENT"), to be entered into among the Company, Deutsche The Bank Trust Company Americasof New York, as depositary (the “Depositary”"DEPOSITARY"), and the all holders from time to time of the ADRs evidencing ADRs. Credit Suisse Securities (USA) LLC shall act as the ADSs issued thereunder. The Company shall, following subscription by representative (the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf "REPRESENTATIVE") of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Agria Corp)
Introductory. Connect Biopharma Holdings LimitedI-Mab, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•●] American Depositary Shares (“ADSs”), each representing [•●] ordinary shares, par value $0.000174 US$0.0001 per share, of the Company (each each, an “Ordinary Share”). The [•●] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•●] ADSs as provided in Section 2. The additional [•●] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. ) and China International Capital Corporation Hong Kong Securities Limited (“CICC”) 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•●], 2021 2020 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AGCitibank, Hong Kong BranchN.A.—Hong Kong, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (I-Mab)
Introductory. Connect Biopharma Holdings LimitedJinkoSolar Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company for whom you are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act acting as representatives of the several Underwriters (you, in such capacity, the “Representatives”) in connection with to issue and sell to the offering several Underwriters up to 3,800,000 American Depositary Shares (“ADSs” and sale each an “ADS”) each representing four ordinary shares, par value US$0.00002 per share, of the Offered ADSs. To Company (“Ordinary Shares”), and also proposes to issue and sell to the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and at the term “option of the Underwriters” shall mean either the singular or the plural, an aggregate of not more than 570,000 additional ADSs as the context requiresset forth below. The Underwriters agree that up to [•] of the Firm aforesaid 3,800,000 ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRAFirm Securities”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as or any part of the public offering contemplated hereby. The 570,000 ADSs will be evidenced by American Depositary Receipts subject to the option described below (the “ADRsOptional Securities”) are hereinafter collectively called the “Offered Securities”. We understand the ADSs are to be issued pursuant to a deposit agreement dated February 9, 2010 and the amendment to the deposit agreement dated as of [•]May 13, 2021 2010 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) for issued by the Depositary, which shall deliver such ADSs to Depositary and evidencing the Representatives for ADSs. This agreement (the account of “Agreement”) and the several Underwriters for subsequent delivery to the other several Underwriters or the investorsOffered Securities, as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the case may be“Transaction Documents”. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Final Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Introductory. Connect Biopharma Holdings LimitedFuqi International, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), has an authorized capital stock consisting of five million (5,000,000) shares of preferred stock, par value $0.001 per share (“Preferred Stock”), of which no shares will be outstanding as of the First Closing Date, hereinafter defined, and one hundred million (100,000,000) shares of common stock, par value $0.001 per share (“Common Stock”), of which 22,047,261 shares were outstanding as of July 29, 2009, and no other shares of Common Stock will have been issued as of the First Closing Date, hereinafter defined, except for shares of Common Stock issued upon the exercise of stock options outstanding as of the date hereof, shares of Common Stock issued pursuant to the Company’s director compensation policies or shares of Common Stock issued pursuant to this Agreement. The Company proposes to issue and sell 4,855,000 shares of its authorized but unissued Common Stock (“Firm Shares”) to the several underwriters named in Schedule A as it may be amended by the Pricing Agreement hereinafter defined (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shareswho are acting severally and not jointly, par value $0.000174 per shareand for whom ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Company, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In additionL.L.C., the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, & Co. Inc. and ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act Company, LLC are acting as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs). To the extent there are no additional underwriters listed on Schedule A heretoIn addition, the term “Representatives” as used herein shall mean you, as Underwriters, and Company proposes to grant to the term “Underwriters” shall mean either the singular or the plural, as the context requires. The Underwriters agree that options to purchase up to [•] an aggregate of the Firm ADSs to be purchased by the Underwriters 726,395 additional shares of Common Stock (the “Directed Option Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company as provided in Section 4 hereof (collectively, the “ParticipantsOverallotment Option”). The Firm Shares and, to the extent such Overallotment Option is exercised in whole or in part, the Option Shares, are hereinafter collectively referred to as the “Shares.” You have advised the Company that the Underwriters propose to make a public offering of the Shares as soon as you deem advisable and the Pricing Agreement hereinafter defined has been executed and delivered. Prior to the purchase and public offering of the Shares by the several Underwriters, the Company and the Representatives, acting on behalf of the several Underwriters, shall enter into an agreement substantially in the form of Exhibit A hereto (“Pricing Agreement”). The offering of the Shares will be governed by this Underwriting Agreement (this “Agreement”), as part supplemented by the Pricing Agreement. From and after the time of the distribution execution and delivery of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Pricing Agreement, this Agreement shall be deemed to incorporate the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulationsPricing Agreement. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by Company hereby confirms its agreement with the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedNew Oriental Education & Technology Group Inc., an exempted company with limited liability incorporated under the laws of the a Cayman Islands company limited by shares (the “Company”), agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several Underwriters 7,500,000 American depositary shares (the “ADSs”), each representing 4 Common Shares (as defined below) of the Company (the “Firm Securities”). In addition, the Company proposes to issue and sell to the several underwriters named in Schedule A Underwriters, at the option of the Underwriters, an aggregate of not more than 1,125,000 additional ADSs (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSsOptional Securities”), each representing [•] ordinary shares. The Firm Securities and the Optional Securities are herein collectively called the “Offered Securities”. Each common share, par value $0.000174 US$0.01 per share, of the Company (each an is herein called a “Ordinary Common Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are and collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Common Shares.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the SharesCommon Shares underlying such securities. ▇▇▇▇▇▇▇▇▇ LLC The Offered Securities will be evidenced by American depositary receipts (“JefferiesADRs”) to be issued pursuant to the Deposit Agreement dated on or about September [·], 2006 (the “Deposit Agreement”) among the Company, Deutsche Bank Trust Company Americas as depositary (the “Depositary”), SVB Leerink LLCand the holders and beneficial owners from time to time of the ADRs. As part of the offering contemplated by this Agreement, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have (the “Designated Underwriter”) has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs to be Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved it under this Agreement, up to 320,533 ADSs, for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company and persons having business relationships other parties associated with the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus (as defined herein) under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject ). The Firm Securities to be sold by the Designated Underwriter pursuant to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall (the “Directed Shares”) will be administered sold by [•]the Designated Underwriter pursuant to this Agreement at the public offering price. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (New Oriental Education & Technology Group Inc.)
Introductory. Connect Biopharma Holdings LimitedJinkoSolar Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), agrees with the Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 3,600,000 American Depositary Shares (“ADSs” and each an “ADS”), each representing four ordinary shares, par value of US$0.00002 each of the Company (“Ordinary Shares”), and also proposes to issue and sell to the several underwriters named in Schedule A Underwriters, at the option of the Underwriters, an aggregate of not more than 540,000 additional ADSs as set forth below. The aforesaid 3,600,000 ADSs (the “UnderwritersFirm Securities”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, and all or any part of the Company (each an “Ordinary Share”). The [•] 540,000 ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted subject to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called described below (the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares Securities”) are hereinafter collectively called the “Shares.” Unless Offered Securities”. We understand the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated February 9, 2010, as amended by the Amendment No. 1 dated as of [•]May 13, 2021 2010 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) for issued by the DepositaryDepositary and evidencing the ADSs. This agreement (the “Agreement”) and the Deposit Agreement, which shall deliver such ADSs as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the “Transaction Documents”. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Final Prospectus. In a separate concurrent private placement, the Company agrees to sell Ordinary Shares to Tanka International Limited, an exempted company incorporated in the Cayman Islands with limited liability (the “Concurrent Private Placement Purchaser”), pursuant to the Representatives for Subscription Agreement dated as of February 5, 2018 (the account of “Concurrent Private Placement”) in accordance with Regulation S under the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beSecurities Act.
Appears in 1 contract
Sources: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Introductory. Connect Biopharma Holdings LimitedDynagas LNG Partners LP, an exempted company with a limited liability partnership organized under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (the “Partnership”) and Dynagas Finance Inc., a corporation incorporated under the laws of The Republic of The ▇▇▇▇▇▇▇▇ Islands (“Finance Inc.” and, together with the Cayman Islands Partnership, the “Issuers”), agree with the several Underwriters named in Schedule A hereto (the “CompanyUnderwriters”), proposes for whom you are acting as representatives (the “Representatives”), pursuant to the terms of this agreement (this “Agreement”), to issue and sell to the several underwriters named in Schedule A Underwriters (the “UnderwritersOffering”) an $[—] aggregate principal amount of their [•] American Depositary Shares —]% Senior Notes due 2019 (the “ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary ShareInitial Notes”). The [•] ADSs Issuers also propose to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted grant to the Underwriters an option to purchase up to an $[—] aggregate principal amount of additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called —]% Senior Notes due 2019 (the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm SharesOption Notes,” the Ordinary Shares represented by Initial Notes and the Optional ADSs are Option Notes being hereinafter called collectively referred to as the “Optional Shares,” and the Firm Shares and Optional Shares Notes”). The Notes are hereinafter collectively called to be issued under a Base Indenture (the “Shares.” Unless Base Indenture”) dated as of August [—], 2014, by and among the context otherwise requiresIssuers and [—], each reference to as Trustee (the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesTrustee”), SVB Leerink LLCas supplemented by a Supplemental Indenture thereto, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act be dated as representatives of the several Underwriters Closing Date (in such capacityas defined herein) (the “Supplemental Indenture” and, together with the Base Indenture, the “RepresentativesIndenture”) in connection with the offering and sale of the Offered ADSs). To the extent there are no additional underwriters Underwriters listed on in Schedule A heretoother than you, the term “Representatives” Representatives as used herein shall mean you, as Underwriters, and the term “Underwriters” terms Representatives and Underwriters shall mean either the singular or the plural, plural as the context requires. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Melco PBL Entertainment (Macau) Limited, an exempted company with limited liability incorporated under the laws of the Cayman Islands (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 (the “Underwriters”) an aggregate of [•] Underwriters 53,000,000 American Depositary Shares (“ADSs”), each ADS representing [•] three ordinary shares, par value $0.000174 per share, shares of the Company at par value US$0.01 per share (each an “Ordinary ShareShares”). The [•] ) (the ADSs to be being sold by the Company are called being hereinafter referred to as the “Firm ADSs.” In additionSecurities”), the Company has granted and also proposes to issue and sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 7,950,000 additional [•] ADSs American Depositary Shares (“Optional Securities”) as provided in Section 2set forth below. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requiresSecurities”. It is understood that, each reference subject to the Firm ADSs, conditions hereinafter stated: (a) certain Offered Securities will be sold to the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of such Offered Securities in the United States and Canada (the “U.S. Offering”) and (b) certain Offered ADSs. To Securities will be sold to the extent there are no additional underwriters listed on Schedule A heretoUnderwriters in connection with the offering and sale of such Offered Securities outside the United States and Canada (the “International Offering” and together with the U.S. Offering, the term “Representatives” as used herein shall mean youOffering”) to persons other than United States and Canada persons in compliance with Regulation S of the United States Securities Act of 1933 (the “Act”). In addition, as immediately following the offering contemplated by this Agreement but in no event later than [ ], 2006, the Company intends to sell to Melco International Development Limited (“Melco”), directly and not through the Underwriters, and up to 615,000 Ordinary Shares for its free distribution as a stock dividend in the term form of ADSs to certain of its shareholders outside the United States (the “Underwriters” shall mean either the singular or the plural, as the context requiresAssured Entitlement ADSs”). The Underwriters agree that up to [•] of the Firm ADSs to be Offered Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•Deposit Agreement to be entered into on or before [ ], 2021 2006 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the all holders from time to time of the ADRs evidencing ADRs. Credit Suisse Securities (USA) LLC, Citigroup Global Markets Inc. and UBS Securities LLC shall act as the ADSs issued thereunderrepresentatives (the “Representatives”) of the Underwriters. The Company shall, following subscription by hereby agrees with the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.follows:
Appears in 1 contract
Sources: Underwriting Agreement (Melco PBL Entertainment (Macau) LTD)
Introductory. Connect Biopharma Holdings LimitedADC Telecommunications, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Minnesota 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 U.S.$ principal amount of its ___% Convertible Subordinated Notes due 2015 (the “Underwriters2015 Notes”) and U.S.$ principal amount of its ___% Convertible Subordinated Notes due 2017 (the “2017 Notes”) (collectively, “Firm Securities”), and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, not more than U.S.$ additional principal amount of the Company 2015 Notes and U.S.$ additional principal amount of the 2017 Notes (collectively, “Optional Securities”) as set forth below. The 2015 Notes and the 2017 Notes are herein collectively referred to as the “Securities.” All of the 2015 Notes are to be issued under an indenture, dated as of ___, 2007, and all of the 2017 Notes are all to be issued under a separate indenture, also dated as of ___, 2007. Both such indentures (each an “Ordinary ShareIndenture” and collectively the “Indentures”)) shall be between the Company and U.S. Bank National Association, as Trustee. The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSsSecurities”.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Adc Telecommunications Inc)
Introductory. Connect Biopharma Holdings Chemspec International Limited, an exempted a company incorporated in the Cayman Islands with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes agrees with the several underwriters named in Schedule B hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters [ ] American depositary shares (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each ADS representing [•] 60 ordinary shares, par value $0.000174 per share, shares of the Company at par value HK $0.01 per share (each an “Ordinary ShareShares”) and the shareholders listed in Schedule A hereto (the “Selling Shareholders”) agree severally with the Underwriters to sell to the several Underwriters an aggregate of [ ] ADSs (such [ ] ADSs being hereinafter referred to as the “Firm Securities”). The [•] ADSs Company also agrees to be sold by issue and sell, and the Company are called the “Firm ADSs.” In additionSelling Shareholders agree to sell, the Company has granted to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than [ ] additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities, in each case including the underlying Ordinary Shares are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“JefferiesSecurities”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be Offered Securities purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts depositary receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•June [ ], 2021 2009 (the “Deposit Agreement”), ) to be entered into among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing ADRs. Credit Suisse Securities (USA) LLC and Citigroup Global Markets Inc. shall act as representative (the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf “Representatives”) of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Chemspec International LTD)
Introductory. Connect Biopharma Holdings LimitedJinkoSolar Holding Co., Ltd., an exempted company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), agrees with the Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the Underwriters 4,062,500 American Depositary Shares (“ADSs” and each an “ADS”), each representing four ordinary shares, par value of US$0.00002 each of the Company (“Ordinary Shares”), and also proposes to issue and sell to the several underwriters named in Schedule A Underwriters, at the option of the Credit Suisse Securities (USA) LLC and Barclays Capital INC., as representatives of the Underwriters (collectively, the “Representatives”), an aggregate of not more than 609,375 additional ADSs as set forth below. The aforesaid 4,062,500 ADSs (the “UnderwritersFirm Securities”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, and all or any part of the Company (each an “Ordinary Share”). The [•] 609,375 ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted subject to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called described below (the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares Securities”) are hereinafter collectively called the “Shares.” Unless Offered Securities”. We understand the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement the Amended and Restated Deposit Agreement dated as of [•]November 9, 2021 2018, (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company AmericasJPMorgan Chase Bank, N.A., as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian American Depositary Receipts (the “Depositary CustodianADRs”) for issued by the DepositaryDepositary and evidencing the ADSs. This agreement (the “Agreement”) and the Deposit Agreement, which shall deliver such ADSs as each may be amended or supplemented from time to time, are hereinafter collectively referred to as the “Transaction Documents”. Capitalized terms not otherwise defined herein have the meanings ascribed to them in the Final Prospectus. In a separate concurrent private placement, the Company agrees to sell convertible notes to certain investors (the “Concurrent Private Placement Purchaser”), pursuant to the Representatives for Purchase Agreement dated as of May 15, 2019 (the account of “Concurrent Private Placement”) in accordance with Regulation S under the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beSecurities Act.
Appears in 1 contract
Sources: Underwriting Agreement (JinkoSolar Holding Co., Ltd.)
Introductory. Connect Biopharma Holdings ▇▇▇▇▇ Solar Limited, an exempted company with limited liability incorporated by shares under the laws of the Cayman Islands (the “Company”), proposes to issue and sell to agrees with the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company for whom you are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have agreed to act acting as representatives of the several Underwriters (you, in such capacity, the “Representatives”) in connection with to issue and sell to the offering several Underwriters up to 8,800,000 American Depositary Shares (“ADSs” and sale each an “ADS”), each representing fifty ordinary shares, par value $0.00001 per share, of the Offered ADSs. To Company (“Shares”), and also proposes to issue and sell to the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, and at the term “option of the Underwriters” shall mean either the singular or the plural, an aggregate of not more than 1,320,000 additional ADSs as the context requiresdescribed in Section 3 hereof. The Underwriters agree that up to [•] of the Firm aforesaid 8,800,000 ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRAFirm Securities”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as or any part of the public offering contemplated hereby. The 1,320,000 ADSs will be evidenced by American Depositary Receipts subject to the option described in Section 3 hereof (the “ADRsOptional Securities”) are hereinafter collectively called the “Offered Securities”. The Shares to be issued represented by the Offered Securities are to be deposited pursuant to a deposit agreement agreement, dated as of [•]December 18, 2021 2006, as amended and restated on December 2, 2008 (the “Deposit Agreement”), among the Company, Deutsche The Bank Trust Company Americasof New York Mellon, as depositary (the “Depositary”), and the holders owners and beneficial owners from time to time of the ADRs American Depositary Receipts (“ADRs”) to be issued under the Deposit Agreement and evidencing the Offered Securities. Concurrently with the issuance and offering of the Offered Securities, the Company is offering US$150,000,000 principal amount of its 3.5% Convertible Senior Notes due 2019 (the “Notes”) convertible into ADSs issued thereunderin reliance on the exemption from registration provided by Rule 144A under the Act (as defined below) and Regulation S under the Act. Deutsche Bank Securities Inc., Barclays Capital Inc., ▇.▇. ▇▇▇▇▇▇ Securities LLC. and ▇▇▇▇▇▇▇ Sachs (Asia) L.L.C. are acting as initial purchasers (collectively the “Initial Purchasers”) in the concurrent offering of the Notes. The Company shall, following subscription by has granted the Underwriters Initial Purchasers an option to purchase up to an additional US$22,500,000 aggregate principal amount of Notes. The Company and the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by Initial Purchasers will be entering into a purchase agreement with respect to such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beconcurrent offering.
Appears in 1 contract
Introductory. Connect Biopharma Holdings LimitedVital Therapies, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), proposes to issue and sell to agrees with the several underwriters named in Schedule A hereto (the “Underwriters”) an aggregate of [•] American Depositary Shares (“ADSs”), each representing [•] ordinary shares, par value $0.000174 per share, of the Company (each an “Ordinary Share”). The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the Shares. for whom ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. Associates, Inc. is acting as representative (the “Representative”), to issue and China International Capital Corporation Hong Kong Securities Limited have agreed sell to act as representatives of the several Underwriters an aggregate of 8,750,000 shares (in such capacitythe “Firm Securities”) of its common stock, par value $0.0001 per share (the “Securities”) and also agrees to issue and sell to the Underwriters, at the option of the Underwriters, an aggregate of not more than 1,312,500 additional shares (the “Optional Securities”) of its 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, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up Representative has agreed to [•] reserve out of the Firm ADSs Securities purchased by it under this Agreement, up to 3,750,000 shares in the aggregate, for sale to the Company’s directors, officers, employees and other parties associated with the Company or its directors, officers, employees or stockholders (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting.” The Firm Securities to be purchased sold by the Underwriters (the “Directed Shares”) shall will be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs sold by the Underwriters (pursuant to this Agreement at the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulationspublic offering price. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed properly subscribed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may will be offered to the public by the Underwriters as part of set forth in the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may beFinal Prospectus.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Zuoan Fashion Limited, an exempted a Cayman Islands company with limited liability incorporated under the laws of the Cayman Islands (the “Company”), proposes and the selling shareholders named in Schedule B hereto (the “Selling Shareholders”) propose 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 [•] 6,900,000 American Depositary Shares (“ADSs”), each ADS representing [•] four ordinary sharesshares of the Company, par value $0.000174 US$0.00025 per share, of share (the Company (each an “Ordinary ShareCommon Shares”). The [•] aggregate of 6,900,000 ADSs so proposed to be sold by the Company are called is hereinafter referred to as the “Firm ADSsShares.” In addition, the Company has granted The Selling Shareholders listed in Schedule B hereto also propose to sell to the Underwriters an option to purchase Underwriters, upon the terms and conditions set forth in Section 3 hereof, up to an additional [•] 1,035,000 ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if and to the extent such option is exercised, the Optional ADSs are collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called (the “Optional Shares,” and the ”). The Firm Shares and the Optional Shares are hereinafter collectively called referred to as the “Shares.” ▇▇▇▇▇ and Company, LLC is acting as representative of the several Underwriters and in such capacity is hereinafter referred to as the “Representative.” Unless the context otherwise requires, each reference references to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the “Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriters, constitute references both to the Common Shares and to the term ADSs (and to the Common Shares represented by such ADSs). All references to “UnderwritersUS dollars” shall mean either the singular or the plural, as the context requires“$” herein are to United States dollars. The Underwriters agree that up to [•] of the Firm ADSs to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs by the Underwriters (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement Deposit Agreement dated as of [•], 2021 2010 (the “Deposit Agreement”), entered into among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the all holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings China ▇▇▇▇ ▇▇▇▇ Wind Power Group Limited, an a Cayman Islands exempted company with limited liability incorporated under the laws of the Cayman Islands company (the “Company”), proposes agrees with the several Underwriters named in Schedule A hereto (the “Underwriters”) to issue and sell to the several underwriters named in Schedule A Underwriters, for whom you are acting as representatives (the “UnderwritersRepresentatives”) ), an aggregate of [•] 25,000,000 American Depositary Shares (“ADSs”), each ADS representing [•] one ordinary sharesshare, par value $0.000174 US$0.001 per shareshare (the “Ordinary Shares”), of the Company (each an “Ordinary Share”)Company. The [•[ ] ADSs to be sold by the Company are herein called the “Firm ADSsSecurities.” In addition, the The Company has granted also proposes to sell to the Underwriters Underwriters, at the option of the Underwriters, an option to purchase up to an aggregate of not more than 3,750,000 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called (the “Optional ADSs.” Securities”). The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Firm Shares,” “Optional Shares” and “Offered Shares”). ▇▇▇▇▇▇▇▇▇ As part of the offering contemplated by this Agreement, Credit Suisse Securities (USA) LLC (the “JefferiesDesignated Underwriter”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited have ) has agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] reserve out of the Firm ADSs Securities to be purchased by it under this Agreement, up to 1,250,000 ADSs, for sale to the Underwriters Company’s directors, officers, employees and other parties associated with the Company (collectively, “Participants”), as set forth in the Final Prospectus (as defined herein) under the heading “Underwriting” (the “Directed Share Program”). The Firm Securities to be sold by the Designated Underwriter pursuant to the Directed Share Program (the “Directed Shares”) shall will be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs sold by the Underwriters (Designated Underwriter pursuant to this Agreement at the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulationspublic offering price. The Directed Share Program shall be administered by [•]. To the extent that the Any Directed Shares are not orally confirmed subscribed for purchase by the Participants by the end of the first business day after the date of on which this Agreement, such Directed Shares may Agreement is executed will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs purchased by the Underwriters pursuant to this agreement will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), to be entered into among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders owners and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (China Ming Yang Wind Power Group LTD)
Introductory. Connect Biopharma Holdings LimitedNeuroSigma, an exempted company with limited liability incorporated under the laws of the Cayman Islands Inc., a Delaware corporation (the “Company”), agrees with the several Underwriters named in Schedule A hereto (“Underwriters”) to issue and sell to the several Underwriters 3,571,429 shares (“Firm Securities”) of the Company’s common stock, par value $0.0001 per share (“Securities”) and also proposes to issue and sell to the several underwriters named in Schedule A (Underwriters, at the “option of the Underwriters”) , an aggregate of [•] American Depositary Shares not more than 535,714 additional shares (“ADSsOptional Securities”), each representing [•] ordinary shares, par value $0.000174 per share, ) of the Company (each an “Ordinary Share”)Company’s Securities, as set forth below. The [•] ADSs to be sold by the Company are called the “Firm ADSs.” In addition, the Company has granted to the Underwriters an option to purchase up to an additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant to such option are collectively called the “Optional ADSs.” The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are herein collectively called the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “Shares.” Unless the context otherwise requires, each reference to the Firm ADSs, the Optional ADSs or the Offered ADSs herein also includes the SharesSecurities”. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited 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 ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree agrees that up to [•] 178,572 of the Firm ADSs Securities to be purchased by the Underwriters (the “Directed Shares”) shall be reserved for sale to certain eligible directors, officers and employees of the Company and persons having business relationships with the Company (collectively, the “Participants”), as part of the distribution of the Offered ADSs Securities by the Underwriters (the “Directed Share Program”) ), subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations. The Directed Share Program shall be administered by [•]▇▇▇▇▇▇▇▇▇ LLC. To the extent that the Directed Shares are not orally confirmed for purchase by the Participants by the end of the first business day after the date of this Agreement, such Directed Shares may be offered to the public by the Underwriters as part of the public offering contemplated hereby. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), among the Company, Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and the holders from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Introductory. Connect Biopharma Holdings Alibaba Group Holding Limited, an exempted company with limited liability incorporated under the laws of in the Cayman Islands (the “Company”), proposes agrees, subject to the terms and conditions stated herein, to issue and sell to the several underwriters Underwriters named in Schedule A hereto (the “Underwriters”) ), an aggregate of [•] 123,076,931 American Depositary Shares (“ADSs”), each ADS representing [•] one ordinary sharesshare, par value $0.000174 US$0.000025 per share, share (the “Ordinary Shares”) of the Company, and Yahoo! Hong Kong Holdings Limited and the other shareholders listed in Schedule B hereto (collectively, the “Selling Shareholders”) severally and not jointly agree, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate of 197,029,169 ADSs. At the election of the Underwriters, the Company agrees, subject to the terms and conditions stated herein, to issue and sell up to 26,143,903 additional ADSs, and certain of the Selling Shareholders (each to the extent indicated in Schedule B hereto) severally and not jointly agree, subject to the terms and conditions stated herein, to sell up to an “Ordinary Share”)aggregate of 21,871,997 additional ADSs. The [•] aggregate of 320,106,100 ADSs to be sold by the Company and the Selling Shareholders are called hereinafter referred to as the “Firm ADSs.Securities,” In addition, and the Company has granted to the Underwriters an option to purchase aggregate of up to an 48,015,900 additional [•] ADSs as provided in Section 2. The additional [•] ADSs to be sold by the Company pursuant and certain Selling Shareholders are hereinafter referred to such option are collectively called as the “Optional ADSsSecurities.” Schedule B attached hereto lists the number of Firm Securities and maximum number of Optional Securities to be sold by each of the Selling Shareholders. The Firm ADSs and, if Securities and to the extent such option is exercised, the Optional ADSs Securities are hereinafter collectively called referred to as the “Offered ADSs.” The Ordinary Shares represented by the Firm ADSs are hereinafter called the “Firm Shares,” the Ordinary Shares represented by the Optional ADSs are hereinafter called the “Optional Shares,” and the Firm Shares and Optional Shares are hereinafter collectively called the “SharesSecurities.” Unless the context otherwise requires, each reference to the Firm ADSsSecurities, the Optional ADSs Securities or the Offered ADSs Securities herein also includes the underlying Ordinary Shares (hereinafter referred to as the “Offered Shares. ▇▇▇▇▇▇▇▇▇ LLC (“Jefferies”), SVB Leerink LLC, ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co. and China International Capital Corporation Hong Kong Securities Limited . The Underwriters have agreed to act as representatives of the several Underwriters (in such capacity, the “Representatives”) in connection with the offering and sale reserve a portion of the Offered ADSs. To the extent there are no additional underwriters listed on Schedule A 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 Underwriters agree that up to [•] of the Firm ADSs Shares to be purchased by the Underwriters (the “Directed Shares”) shall be reserved them under this Agreement for sale to certain eligible the Company’s directors, officers officers, employees and employees of the Company business associates and persons having business relationships with other parties related to the Company (collectively, the “Participants”), as part of set forth in the distribution of Final Prospectus under the Offered ADSs by the Underwriters heading “Underwriting” (the “Directed Share Program”) subject to the terms of this Agreement, the applicable rules, regulations and interpretations of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and all other applicable laws, rule and regulations). The Directed Share Program shall be administered by [•]Credit Suisse Securities (USA) LLC (the “DSP Underwriter”). To the extent that The ADSs to be sold pursuant to the Directed Share Program are referred to hereinafter as the “Directed Shares”. Any Directed Shares are not confirmed orally confirmed or in writing for purchase by the Participants any Participant by the end of the first business day after the date of this Agreement9:00 AM (New York City time) on September 19, such Directed Shares may 2014 will be offered to the public by the Underwriters as part of set forth in the public offering contemplated herebyFinal Prospectus. The ADSs will be evidenced by American Depositary Receipts (the “ADRs”) are to be issued pursuant to a deposit agreement dated as of [•], 2021 (the “Deposit Agreement”), to be dated as of September 24, 2014 among the Company, Deutsche Bank Trust Company AmericasCitibank, N.A., as depositary (the “Depositary”), and the holders and beneficial owners from time to time of the ADRs evidencing the ADSs issued thereunder. The Company shall, following subscription by the Underwriters of the Firm ADSs and, if applicable, the Optional ADSs, deposit, on behalf of the Underwriters, the Shares represented by such ADSs with Deutsche Bank AG, Hong Kong Branch, as custodian (the “Depositary Custodian”) for the Depositary, which shall deliver such ADSs to the Representatives for the account of the several Underwriters for subsequent delivery to the other several Underwriters or the investors, as the case may be.
Appears in 1 contract
Sources: Underwriting Agreement (Yahoo Inc)