Placement, Pre-funding and Underwriting Commitment Sample Clauses

Placement, Pre-funding and Underwriting Commitment. Subject to the terms and conditions set forth in this Agreement, the Underwriters, (i) agree to procure subscribers for any Discretionary Allocation Shares (as defined in Clause 2.1.3 below) at the Subscription Price among (x) qualified institutional buyers (“QIBs”) in the United States, as defined in Rule 144A promulgated under the Securities Act, (y) qualified investors in Spain, as defined in Section 39 of Royal Decree 1310/2005 of November 4, 2005, and (z) qualified investors resident in jurisdictions outside of Spain and outside of the United States such that, according to the regulations of any such jurisdiction, the offer and sale of the Discretionary Allocation Shares (1) do not require registration or approval, other than that of the Spanish Prospectus or the U.S. Prospectus or (2) is not restricted pursuant to the relevant securities market laws and regulations (the qualified investors described in subclauses (x), (y) and (z) above, “qualified institutional investors”); and (ii) during the Preferential Subscription Period and the Additional Shares Allocation Period (as these terms are defined in Clause 2 below), promote the subscription of Underwritten Shares at the Subscription Price among qualified institutional investors. In the event that at the end of Discretionary Allocation Period, if applicable, 100% of the Discretionary Allocation Shares have been placed among qualified institutional investors, the Joint Global Coordinators (excluding BANCO SANTANDER) undertake to pre-fund 100% of the Discretionary Allocation Shares that have been placed by the Underwriters during the Discretionary Allocation Period, all on the terms set forth in Clause 2 below. In the event that at the end of the Discretionary Allocation Period, the sum of New Shares subscribed and paid-in by Shareholders of Record and by Investors (as these terms are defined in Clause 2.1.1 below) in the Preferential Subscription Period and in the Additional Shares Allocation Period and, if applicable, by qualified institutional investors in the Discretionary Allocation Period is less than the total number of New Shares, the Joint Global Coordinators (excluding BANCO SANTANDER) undertake to: (i) pre-fund 100% of the Discretionary Allocation Shares that have been placed during the Discretionary Allocation Period acting in the name and for the account of the Underwriters in their respective Underwriting Commitments (and each Underwriter, in turn, acting in the name and for the account of...
Sample 1
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Placement, Pre-funding and Underwriting Commitment. The Underwriters undertake to promote the placement of the Underwritten Shares on the terms provided in this Agreement. During the Discretionary Allocation Period, the Underwriters will carry on the placement through active promotion and dissemination activities to obtain proposals to subscribe for Discretionary Allocation Shares from qualified institutional investors, both domestic and foreign. Moreover:
Sample 1

Related to Placement, Pre-funding and Underwriting Commitment

  • Origination and Underwriting The origination practices of the Mortgage Loan Seller (or the related originator if the Mortgage Loan Seller was not the originator) with respect to each Mortgage Loan have been, in all material respects, legal and as of the date of its origination, such Mortgage Loan and the origination thereof complied in all material respects with, or was exempt from, all requirements of federal, state or local law relating to the origination of such Mortgage Loan; provided that such representation and warranty does not address or otherwise cover any matters with respect to federal, state or local law otherwise covered in this Exhibit C.

  • Conditions to Closing and Initial Extensions of Credit The obligation of the Lenders to close this Agreement and to make the initial Loan or issue or participate in the initial Letter of Credit, if any, is subject to the satisfaction of each of the following conditions:

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Authorization of the Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Deferred Underwriting Commission The Underwriters agree that 3.5% of the gross proceeds from the sale of the Firm Units ($3,500,000) and the Option Units (up to $525,000), if any (collectively, the “Deferred Underwriting Commission”), will be deposited and held in the Trust Account and payable directly from the Trust Account, without accrued interest, to the Underwriters for their own accounts upon consummation of the Company’s initial Business Combination. In the event that the Company is unable to consummate a Business Combination and CST, as the trustee of the Trust Account (in this context, the “Trustee”), commences liquidation of the Trust Account as provided in the Trust Agreement, the Underwriters agree that: (i) they shall forfeit any rights or claims to the Deferred Underwriting Commission; and (ii) the Deferred Underwriting Commission, together with all other amounts on deposit in the Trust Account, shall be distributed on a pro-rata basis among the Public Stockholders.

  • Authority to Execute Underwriting and Intersyndicate Agreements You authorize the Manager, on your behalf: (a) to determine the form of the Underwriting Agreement and to execute and deliver to the Issuer, Guarantor, or Seller the Underwriting Agreement to purchase: (i) up to the number, amount, or percentage of Firm Securities set forth in the applicable AAU, and (ii) if the Manager elects on behalf of the several Underwriters to exercise any option to purchase Additional Securities, up to the number, amount, or percentage of Additional Securities set forth in the applicable AAU, subject, in each case, to reduction pursuant to Article IV; and (b) to determine the form of any agreement or agreements, including, but not limited to, underwriting agreements, between or among the syndicates participating in the Offering or International Offering, respectively (each, an “Intersyndicate Agreement”), and to execute and deliver any such Intersyndicate Agreement.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

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