Common use of Purchase and Sale of Firm Shares Clause in Contracts

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, (a) the Company shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto, and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto; and (b) the Selling Shareholders shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule II hereto, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such schedule. In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters shall offer the Shares to the public as set forth in the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (RCM Technologies Inc), Underwriting Agreement (RCM Technologies Inc)

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Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but and subject to the terms and conditions set forth herein, (a) the Company shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts 3,000,000 of the Firm Shares, and each Selling Shareholder, severally and not jointly, shall sell the number of Firm Shares set forth opposite their names on his name in Table 1 of Schedule I II hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at number of Firm Shares set forth opposite its name in Schedule I hereto. The purchase price of the Firm Shares hereunder shall be the Offering Price, Price less the Underwriting Discounts and Commissions in shown on the amount of $_____ per Share, the respective amounts cover page of the Prospectus. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company, and by each Selling Shareholder, as the number of Firm Shares set forth opposite their names on the name of such Underwriter in Schedule I hereto; and (b) hereto represents of the Selling Shareholders shall sell total number of Firm Shares to be purchased by all of the several Underwriters at pursuant to this Agreement. The respective purchase obligations of the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of Underwriters with respect to the Firm Shares set forth opposite their names on Schedule II heretoshall be rounded among the Underwriters to avoid fractional shares, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such scheduleRepresentatives may determine. In making this Agreement, each Underwriter is contracting severally, severally and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The several Underwriters shall intend to offer the Shares to the public as set forth in the Prospectus; provided, however, that no Shares registered pursuant to the Rule 462(b) Registration Statement, if any, will be offered prior to the filing of such registration statement with the SEC. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.

Appears in 2 contracts

Samples: Underwriting Agreement (Judge Group Inc), Underwriting Agreement (Judge Group Inc)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, (a) the Company shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_______ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto, and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto; and (b) the Selling Shareholders Stockholders shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_______ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule II hereto, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders Stockholders on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_______ per Share, the portion respective amounts of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such schedulehereto. In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters shall offer the Shares to the public as set forth in the Prospectus.

Appears in 2 contracts

Samples: Underwriting Agreement (Intest Corp), Underwriting Agreement (Intest Corp)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, : (a) the Company shall sell the Company Firm Shares to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in underwriting discount shown on the amount of $_____ per Share, the respective amounts cover page of the Firm Shares set forth opposite their names on Schedule I heretoProspectus, and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, Price less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $_____ per Sharethe Prospectus, the respective amounts of the Company Firm Shares set forth opposite their names on Schedule I hereto; and (b) the Selling Shareholders shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $______ per Sharethe Prospectus, the respective amounts of the Selling Shareholder Firm Shares set forth opposite their names on Schedule II hereto, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, Price less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $_____ per Sharethe Prospectus, the portion respective amounts of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Selling Shareholder Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such schedulehereto. In making this Agreement, each Underwriter is contracting severally, severally and not jointly, and except as provided in Sections 4 5 and 11 14 hereof, the agreement of each Underwriter is to purchase only that number of shares Offered Shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters shall offer the Offered Shares to the public as set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Suprema Specialties Inc)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but and subject to the terms and conditions set forth herein, (a) the Company shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts 1,150,000 of the Firm Shares, and each Selling Shareholder, severally and not jointly, shall sell the number of Firm Shares set forth opposite their names on his name in Table 1 of Schedule I II hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at number of Firm Shares set forth opposite its name in Schedule I hereto. The purchase price of the Firm Shares hereunder shall be the Offering Price, Price less the Underwriting Discounts and Commissions in shown on the amount of $_____ per Share, the respective amounts cover page of the Prospectus. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company, and by each Selling Shareholder, as the number of Firm Shares set forth opposite their names on the name of such Underwriter in Schedule I hereto; and (b) hereto represents of the Selling Shareholders shall sell total number of Firm Shares to be purchased by all of the several Underwriters at pursuant to this Agreement. The respective purchase obligations of the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of Underwriters with respect to the Firm Shares set forth opposite their names on Schedule II heretoshall be rounded among the Underwriters to avoid fractional shares, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such scheduleRepresentatives may determine. In making this Agreement, each Underwriter is contracting severally, severally and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The several Underwriters shall intend to offer the Shares to the public as set forth in the Prospectus; provided, however, that no Shares registered pursuant to the Rule 462(b) Registration Statement, if any, will be offered prior to the filing of such registration statement with the SEC. After the public offering, the several Underwriters may, in their discretion, vary the public offering price.

Appears in 1 contract

Samples: Underwriting Agreement (Jackson Hewitt Inc)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, : (a) the Company shall sell the Company Firm Shares to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in underwriting discount shown on the amount of $_____ per Share, the respective amounts cover page of the Firm Shares set forth opposite their names on Schedule I heretoProspectus, and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, Price less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $_____ per Sharethe Prospectus, the respective amounts of the Company Firm Shares set forth opposite their names on Schedule I hereto; and (b) the Selling Shareholders shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $______ per Sharethe Prospectus, the respective amounts of the Selling Shareholder Firm Shares set forth opposite their names on Schedule II hereto, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, Price less the Underwriting Discounts and Commissions in underwriting discount shown on the amount cover page of $_____ per Sharethe Prospectus, the portion respective amounts of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Selling Shareholder Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such schedulehereto. In making this Agreement, each Underwriter is contracting severally, severally and not jointly, and except as provided in Sections 4 5 and 11 13 hereof, the agreement of each Underwriter is to purchase only that number of shares Offered Shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters shall offer the Offered Shares to the public as set forth in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Suprema Specialties Inc)

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Purchase and Sale of Firm Shares. (a) On the basis of the representations, warranties, covenants and agreements contained herein, but subject to the terms and conditions set forth herein, (a) the Company shall agrees to sell to each of the several Underwriters, and each of the Underwriters agrees severally, and not jointly, to purchase from the Company, at the Offering Price, less the Underwriting Discounts and Commissions in the amount a purchase price of $_____ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto, Dollars and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ Cents ($ ) per Shareshare (the "Per Share Price"), the respective amounts number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto. (b) The Company hereby grants to the Underwriters the right to purchase at their election in whole or in part from time to time up to 120,000 Option Shares at the Per Share Price, for the sole purpose of covering over-allotments in the sale of the Firm Shares. Any such election to purchase Option Shares set forth opposite their names on Schedule I hereto; and (b) may be exercised by written notice from the Selling Shareholders shall sell Representative to the several Underwriters at Company within a period of 30 calendar days after the Offering Price, less date of this Agreement and setting forth the Underwriting Discounts and Commissions in the amount aggregate number of $______ per Share, the respective amounts of the Firm Option Shares set forth opposite their names on Schedule II hereto, to be purchased and the Underwritersdate on which such Option Shares are to be delivered, severally and not jointlyas determined by the Representative but in no event earlier than the First Time of Delivery (as hereinafter defined) or, shall unless the Representative otherwise agrees in writing, earlier than two (2) or later than ten (10) business days after the date of such notice. In the event the Underwriters elect to purchase from the Selling Shareholders on all or a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears Option Shares, the same ratio as Company agrees to furnish or cause to be furnished to the amounts that Representative the Firm Shares certificates, letters and opinions, and to satisfy all conditions set forth opposite their names on Schedule I hereto bears to in Section 7 hereof at the total Firm Shares listed on such schedule. Subsequent Time of Delivery (as hereinafter defined). (c) In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 4 2(b) and 11 9 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters No Underwriter shall offer be under any obligation to purchase any Option Shares prior to an exercise of the option with respect to such Shares granted pursuant to the public as set forth in the ProspectusSection 2(b) hereof.

Appears in 1 contract

Samples: Underwriting Agreement (BCB Bancorp Inc)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants warranties and agreements contained herein, but set forth herein and subject to the terms and conditions set forth herein, (ai) the Company shall agrees to issue and sell the respective Firm Shares to the several Underwriters as provided in this Agreement, and (ii) each Underwriter agrees severally to subscribe for and purchase, through Xxxxx Xxxxxxx & Co., acting for the account of the several Underwriters, at the Offering Price, less the Underwriting Discounts and Commissions in the amount price of $_____ [•] per ShareFirm Share (the “Purchase Price”), from the Company the respective amounts number of the Firm New Shares set forth opposite their names on such Underwriter’s name in Schedule I hereto, hereto and the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule I hereto; and (b) the Selling Shareholders shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of the Firm Shares set forth opposite their names on Schedule II hereto, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, less number of Existing Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the Underwriting Discounts and Commissions aggregate number of Existing Shares to be sold by the Selling Shareholders as set forth in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears by a fraction, the same ratio as numerator of which is the amounts that the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on name of such schedule. In making this Agreement, each Underwriter is contracting severally, and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The Underwriters shall offer hereto and the denominator of which is the aggregate number of Firm Shares to be purchased by all the public as set forth in Underwriters from the ProspectusSelling Shareholders hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Materialise Nv)

Purchase and Sale of Firm Shares. On the basis of the representations, warranties, covenants and agreements contained herein, but and subject to the terms and conditions set forth herein, (a) the Company shall sell to the several Underwriters at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the respective amounts 1,000,000 of the Firm Shares, and each Selling Shareholder, severally and not jointly, shall sell the number of Firm Shares set forth opposite their names on his name in Table 1 of Schedule I II hereto, to the several Underwriters, and each of the Underwriters, severally and not jointly, shall purchase from the Company on a firm commitment basisnumber of Firm Shares set forth opposite its name in Schedule I hereto, at The purchase price of the Firm Shares hereunder shall be the Offering Price, Price less the Underwriting Discounts and Commissions in shown on the amount of $_____ per Share, the respective amounts cover page of the Prospectus. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company, and by each Selling Shareholder, as the number of Firm Shares set forth opposite their names on the name of such Underwriter in Schedule I hereto; and (b) hereto represents of the Selling Shareholders shall sell total number of Firm Shares to be purchased by all of the several Underwriters at pursuant to this Agreement. The respective purchase obligations of the Offering Price, less the Underwriting Discounts and Commissions in the amount of $______ per Share, the respective amounts of Underwriters with respect to the Firm Shares set forth opposite their names on Schedule II heretoshall be rounded among the Underwriters to avoid fractional shares, and the Underwriters, severally and not jointly, shall purchase from the Selling Shareholders on a firm commitment basis, at the Offering Price, less the Underwriting Discounts and Commissions in the amount of $_____ per Share, the portion of the total Firm Shares listed on Schedule II hereto that bears the same ratio as the amounts that the Firm Shares set forth opposite their names on Schedule I hereto bears to the total Firm Shares listed on such scheduleRepresentatives may determine. In making this Agreement, each Underwriter is contracting severally, severally and not jointly, and except as provided in Sections 4 and 11 hereof, the agreement of each Underwriter is to purchase only that number of shares specified with respect to that Underwriter in Schedule I hereto. The several Underwriters shall intend to offer the Shares to the public as set forth in the Prospectus; provided, however, that no Shares registered pursuant to the Rule 462(b) Registration Statement, if any, will be offered prior to the filing of such registration statement with the SEC. After the public offering, the several Underwriters may, in their discretion, vary the public offering price.

Appears in 1 contract

Samples: Underwriting Agreement (Jackson Hewitt Inc)

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