Common use of Offering of Stock by the Underwriters Clause in Contracts

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 400,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale to directors, officers, employees and other persons having business relationships with the Company and its subsidiaries as designated by the Company (the “Directed Share Participants”) at the initial offering price upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the “Directed Share Program”). The Directed Share Participants shall have heretofore delivered to the Representatives indications of interest to purchase the Directed Shares in form satisfactory to the Representatives, and any allocation of such Directed Shares among the Directed Share Participants shall be made in accordance with timely directions received by the Representatives from the Company; provided that under no circumstances shall the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted in good faith in connection with the Directed Share Program. To the extent that any Directed Shares are not confirmed for purchase on or immediately after the date of this Agreement, such Directed Shares may be offered by the Underwriters as part of the public offering upon the terms and conditions set forth in the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Syniverse Holdings Inc), Underwriting Agreement (Syniverse Technologies Inc)

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Offering of Stock by the Underwriters. Upon authorization by the Representatives Underwriters of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. The Underwriters covenant that they will make no unlawful offers of the Firm Stock or the Option Stock. It is understood that 400,000 approximately shares (constituting approximately 10% of the Firm Stock) of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale to directors, officers, employees and other persons having business relationships with the Company and its subsidiaries as designated by the Company (the “Directed Share Participants”) at the initial offering price upon the terms and conditions set forth in the Prospectus (the “Directed Share Program”) and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (the Directed Share ProgramNASD”). The Directed Share Participants shall have heretofore delivered to the Representatives indications of interest to purchase the Directed Shares in form satisfactory to the Representatives, and that any allocation of such Directed Shares among the Directed Share Participants shall such persons will be made in accordance with timely directions received by the Representatives Xxxxxxxxx & Company, Inc. from the Company; provided that under . Under no circumstances shall the Representatives will Xxxxxxxxx & Company, Inc. or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with the such Directed Share Program. To the extent that any Directed Shares are not confirmed affirmatively reconfirmed for purchase by any Directed Share Participant on or immediately after the date of this Agreement, such Directed Shares may be offered by to the Underwriters public as part of the public offering upon the terms and conditions set forth in the Prospectuscontemplated hereby.

Appears in 2 contracts

Samples: Underwriting Agreement (W&t Offshore Inc), Underwriting Agreement (W&t Offshore Inc)

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions set forth in the Prospectusprospectus. [It is understood that 400,000 _____ shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale to directors, officers, employees and other persons having business relationships with the Company and its subsidiaries as designated by the Company (the “Directed Share Participants”) at the initial offering price upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (to employees and persons having business relationships with the “Directed Share Program”). The Directed Share Participants shall Company and its subsidiaries who have heretofore delivered to the Representatives indications of interest offers to purchase the Directed Shares shares of Firm Stock in form satisfactory to the Representatives, and that any allocation of such Directed Shares Firm Stock among the Directed Share Participants shall such persons will be made in accordance with timely directions received by the Representatives from the Company; provided provided, that under no circumstances shall will the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted in good faith in connection with such offering to employees and persons having business relationships with the Directed Share ProgramCompany and its subsidiaries. To the extent It is further understood that any Directed Shares shares of such Firm Stock which are not confirmed for purchase on or immediately after the date of this Agreement, purchased by such Directed Shares may persons will be offered by the Underwriters as part of to the public offering upon the terms and conditions set forth in the Prospectus.]

Appears in 1 contract

Samples: Underwriting Agreement (Analytical Graphics Inc)

Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale upon the terms and conditions set forth in the Prospectus. It is understood that 400,000 625,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by Credit Suisse First Boston LLC (the several Underwriters “Designated Underwriter”) for offer and sale to (a) the directors, officers, employees of the Company and its subsidiaries , (b) other parties associated with the Company and its subsidiaries, as designated by the Company, and (c) members of the families of such directors, officers, employees and other persons having business relationships with the Company and its subsidiaries associated parties, as designated by the Company (the “Directed Share Participants”) at the initial offering price upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. NASD (the “Directed Share Program”). The Directed Share Participants shall have heretofore delivered to the Representatives indications of interest to purchase the Directed Shares in form satisfactory to the Representatives, and any allocation of such Directed Shares among the Directed Share Participants shall be made in accordance with timely directions received by the Representatives from the Company; provided that under no circumstances shall the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant for any action taken or omitted to be taken in good faith in connection with the Directed Share Program. To the extent that any Directed Shares are not confirmed for purchase on or immediately after the date of this Agreement, such Directed Shares may be offered by the Underwriters as part of the public offering upon the terms and conditions set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (ITC Holdings Corp.)

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Offering of Stock by the Underwriters. Upon authorization by the Representatives of the release of the Firm Stock, the several Underwriters propose to offer the Firm Stock for sale initially at the public offering price set forth on the cover page of the Prospectus and otherwise upon the terms and conditions set forth in the Prospectus. It is understood that 400,000 975,000 shares of the Firm Stock (the “Directed Shares”) will initially be reserved by the several Underwriters for offer and sale to directors, officers, employees and other persons having business relationships with the Company and its subsidiaries as designated by the Company (the “Directed Share Participants”) at the initial offering price upon the terms and conditions set forth in the Prospectus and in accordance with the rules and regulations of the National Association of Securities Dealers, Inc. (to employees and other persons having relationships with the “Directed Share Program”). The Directed Share Participants shall Company and its subsidiaries who have heretofore delivered to the Representatives offers or indications of interest to purchase the Directed Shares shares of Firm Stock in form satisfactory to the Representatives, and that any allocation of such Directed Shares Firm Stock among the Directed Share Participants shall such persons will be made in accordance with timely directions received by the Representatives from the Company; provided provided, that under no circumstances shall will the Representatives or any Underwriter be liable to the Company or to any Directed Share Participant such person for any action taken or omitted in good faith in connection with such offering to employees and other persons having relationships with the Directed Share ProgramCompany and its subsidiaries. To the extent It is further understood that any Directed Shares shares of such Firm Stock which are not confirmed for purchase on or immediately after the date of this Agreement, purchased by such Directed Shares may persons will be offered by the Underwriters as part of to the public offering upon the terms and conditions set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (High Speed Access Corp)

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