Purchase of the Securities by the Underwriters (a) On the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and the Underwriters agree to purchase from the Company, the number of Securities set forth in Schedule A opposite the name of each Underwriter, plus any additional number of Securities which each such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, at a price equal to $24.2125 per share, being an amount equal to the initial public offering price less $0.7875 per share. The Representatives, severally and not jointly, also agree to reimburse the Company for certain bona fide and documented expenses incurred by the Company in connection with the offering and sale of the Securities in the aggregate amount of $750,000 on the Closing Date. The Representatives will reimburse the Company as follows: Xxxxxxx, Xxxxx & Co.: $300,000, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated: $225,000 and Xxxxx Fargo Securities, LLC: $225,000.
(b) The Company understands that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in the judgment of the Representatives is advisable, and initially to offer the Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter.
(c) Payment for the Securities shall be made by wire transfer in immediately available funds to the account specified by the Company, as the case may be, to the Representatives at the offices of Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on December 14, 2011, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Representatives and the Company may agree upon in writing. The time and date of such payment for the Securities is referred to herein as the “Closing Date.”
(d) Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representatives for the respective accounts of the several Underwriters of the Securities, and in such authorized denominations and registered in such names as the Representatives shall request in writing not later than two full business days prior to the Closing Date, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Representatives shall otherwise instruct.
(e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company with respect to the offering of Securities contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company shall consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Company, the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriters and shall not be on behalf of the Company.
