Common use of Purchase of the Securities Clause in Contracts

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 5 contracts

Samples: Purchase Agreement (Fintech Acquisition Corp Vi), Purchase Agreement (FTAC Parnassus Acquisition Corp.), Purchase Agreement (FTAC Hera Acquisition Corp.)

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Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at combined purchase price of $4.70 per Share and accompanying Warrant (the “Purchase Price”) from the Company the respective number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities and initially to offer the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicableSecurities on the terms set forth in the Pricing Disclosure Package. 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 Sponsor Securities shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Representative at the offices of Xxxxx Xxxx & Xxxxxxxx LLP at 10:00 A.M., New York City time, on March 1, 2021, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representative and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the IPO has several Underwriters of the Shares in definitive form registered in such names and in such denominations as the Representative shall request in writing not occurred for later than two full business days prior to the Closing Date, with any reason transfer taxes payable in connection with the sale of such Shares duly paid by the date that is seven Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (7“DTC”) Business Days after unless the date on which Subscriber remitted Representative shall otherwise instruct. The Warrants shall be delivered in definitive form, registered in such names and in such denominations as the Unit Purchase Price Representative 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 Warrants duly paid by the Company. The Warrants shall be made available for inspection by the Representative on the business day prior to the Closing Date. Delivery of the Warrants shall be made in certificated form on the Closing Date to the purchasers specified by the Representative. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriters shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriters of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriters and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (InflaRx N.V.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.051% of the principal amount thereof (the “Purchase Price”). (b) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicableSecurities for sale to the public 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 and that any such affiliate may offer and sell the Sponsor shall notify Subscriber in writing Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) Securities shall be made via electronic exchange at least two (2) Business Days (as defined below) prior to the Effective Date10:00 A.M. New York City time on November 22, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO)2021, by wire transfer of immediately available funds or at such other means approved by the Company, time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”) purchased on such date, with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Representatives not later than 1:00 p.m., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Business Combination at least two (2) Business Days prior Company of the transactions contemplated hereby or other matters relating to such date, and transactions will be performed solely for the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment benefit of the Founder Shares Purchase Price to accounts indicated by Underwriters and shall not be on behalf of the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Brighthouse Financial, Inc.)

Purchase of the Securities. Subscriber’s 2.1 Subject to the terms and conditions stated herein and the execution and delivery of this the Pricing Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, the Selling Shareholder and the Underwriter: (a) the Selling Shareholder agrees, no later than 2.00 p.m. (Bratislava time) on the date that is one (1) Business Day prior preceding the Closing Date, to transfer the number of Ordinary Shares to be underlying the Offer GDRs as set forth in the Pricing Agreement to the Effective Date, holding account of the Custodian (or such other date account as may be agreed between the Company Custodian and Subscriber may agree upon in writing. If the consummation of Selling Shareholder) to be held on its behalf until such time as an instruction (to be received prior to 8.00 a.m. (Bratislava) time on the IPO has not occurred for any reason by Closing Date) from the date that Selling Shareholder is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price given to the Company’s Custodian to transfer agent, then, unless Subscriber otherwise agrees in writing, such Ordinary Shares to the Company shall promptly cause Depositary (or its transfer agent to return the Unit Purchase Price to Subscriber without interest or deductionnominee) with full title free from all Encumbrances and any rights of pre-emption, and this Agreement shall terminate with all the rights attaching thereto at the time of such transfer and thereafter have ranking pari passu with all other Ordinary Shares; (b) the Selling Shareholder agrees, no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of later than 2.00 p.m. (Bratislava time) on the Business Combination at least two (2) Business Days prior to such date, and Day preceding the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, to transfer the number of Offer Shares set forth in the Pricing Agreement to its account with the Shares Settlement Agent or such other date account as may be agreed between the Sponsor Shares Settlement Agent and Subscriber may agree the Selling Shareholder, which shall, upon receipt of an instruction from the Selling Shareholder (to be received prior to 4.00 p.m. (Bratislava) time on the Business Day preceding the Closing Date), be transferred by the Shares Settlement Agent to its own custodian account with full title free from all Encumbrances and any rights of pre-emption, and with all the rights attaching thereto at the time of such transfer and ranking pari passu with all other Ordinary Shares to be held for the account of the Shares Settlement Agent for transfer on the Closing Date to subscribers procured by the Underwriter or, failing which, to the Underwriter; (c) the Selling Shareholder agrees to procure the issue and delivery by the Depositary of the Offer GDRs in writing. As used hereinrespect of the relevant Offer Shares underlying the Offer GDRs with full title free from all Encumbrances and any rights of pre-emption with all the rights attaching thereto by 8.00 a.m. (Bratislava time) on the Closing Date pursuant to the terms of the Deposit Agreements, “Business Day” means any dayto be held for its account for transfer on the Closing Date to subscribers procured by the Underwriter or, other than a Saturday or Sundayfailing which, that to the Underwriter; and (d) the Underwriter agrees with the Selling Shareholder to procure purchasers or, failing which, to purchase such number of Offer Shares and/or Offer GDRs as is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close set out opposite its name in the City Pricing Agreement and pay, in accordance with Clause 8.1, for such number of New York, New YorkOffer Shares and/or Offer GDRs on the Closing Date at the Share Offer Price per Offer Share and GDR Offer Price per Offer GDR. (e) Payment to the Selling Shareholder for the Offer Securities shall be as follows:

Appears in 1 contract

Samples: Retail Underwriting Agreement

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company Underwriter as provided in this Agreement, and the Sponsor shall be preceded or accompanied by an originally executed Form X-0Underwriter, X-0XXX or W-8IMY, as applicable. The Company or on the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite the Underwriter’s name in Schedule 1 hereto at a price equal to 98.75% of the effectiveness of principal amount thereof (the Registration Statement “Purchase Price”) plus accrued interest, if any, from October 1, 2019 to the Closing Date (as defined below). (b) (The Company understands that the “Effective Date”) at least two (2) Business Days (Underwriter intends to make a public offering of the Securities as defined below) prior to soon after the Effective Dateeffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and Subscriber shall remit initially to offer the Unit Purchase Price Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to the Company’s transfer agent (to be held in escrow pending the consummation or through any affiliate of the IPO), Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for the Securities shall be made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Underwriter at the offices of Cozen X’Xxxxxx, 00 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 at 10:00 A.M. New York City time on December 12, 2019, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Underwriter and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriter of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, the Underwriter is not advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriter shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriter of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriter and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 99.221% of the principal amount thereof (the “Purchase Price”). (b) The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicableSecurities for sale to the public 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 and that any such affiliate may offer and sell the Sponsor shall notify Subscriber in writing Securities purchased by it to or through any Underwriter. (c) Payment for and delivery of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) Securities shall be made via electronic exchange at least two (2) Business Days (as defined below) prior to the Effective Date10:00 A.M. New York City time on May 15, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO)2020, by wire transfer of immediately available funds or at such other means approved by the Company, time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”) purchased on such date, with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Representatives not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Business Combination at least two (2) Business Days prior Company of the transactions contemplated hereby or other matters relating to such date, and transactions will be performed solely for the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment benefit of the Founder Shares Purchase Price to accounts indicated by Underwriters and shall not be on behalf of the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Brighthouse Financial, Inc.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per share of $2.2748 (the “Share Purchase Price”) from the Company the respective number of Shares set forth opposite such Underwriter’s name in Schedule 1 hereto, and to purchase at a price of $2.2747 per Warrant (the Sponsor shall be preceded or accompanied by an originally executed Form X-0“Warrant Purchase Price”) from the Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto. (b) The Company understands that the Underwriters intend to make a public offering of the Securities, X-0XXX or W-8IMY, as applicableand initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. 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 Sponsor Securities shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Representatives at the offices of Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on August 16, 2022, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date.” 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 IPO has not occurred for several Underwriters of the Securities with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (7“DTC”) Business Days after unless the date Representatives shall otherwise instruct. The Warrants shall be delivered to the purchasers of the Warrants (or to the Representatives as directed by the Representatives), in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Representatives on which Subscriber remitted the Unit Purchase Price business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Representatives shall instruct the purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $2.4199 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, obligation to deliver such Warrants to the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effectUnderwriters. The Company shall notify Subscriber promptly (but in writing of no event later than the anticipated consummation date of Closing Date) pay $0.145194 per warrant (the Business Combination at least two (2“Warrant Underwriting Discount”) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor Representatives by wire transfer of in immediately available funds or other means approved to the account specified by the SponsorRepresentatives, provided however, that the Company agrees that the Representatives will be entitled at their discretion to set off the Warrant Underwriting Discount against the payment for the Shares, and any excess amount will remain due and payable on the Founder Shares Closing Date. In the event the purchasers of the Warrants in the offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, or the Underwriters agree to make payment to the Company for such other date as Warrants at a price per Warrant equal to the Sponsor and Subscriber may agree upon in writing. As used hereinWarrant Purchase Price; provided, “Business Day” means any day, other than a Saturday or Sundayhowever, that is neither the Representatives may elect, by written notice to the Company, to receive Shares in lieu of all or a legal holiday nor portion of such Warrants to be delivered to the Underwriters under this Agreement at a price per Share equal to the Share Purchase Price. The aggregate amount of Shares and Warrants to be delivered to the Representatives hereunder may be reallocated at the discretion of the Representatives no later than the business day on which banking institutions prior to the Closing Date, to increase or decrease the number of Shares or Warrants, provided that the aggregate number of Shares and Warrants issued does not exceed 26,880,000. (d) The Company acknowledges and agrees that the Representatives and the other Underwriters are generally authorized or required by law or regulation to close acting solely in the City capacity of New Yorkan 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, New Yorkor 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 neither the Representatives nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representatives and the other 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.

Appears in 1 contract

Samples: Underwriting Agreement (Terns Pharmaceuticals, Inc.)

Purchase of the Securities. Subscriber’s delivery (a) Subject to the terms and conditions of this Agreement, including Section 4(c), the Company agrees to sell the Securities to the Subscriber, and the Subscriber hereby shall have the option to purchase the Securities from the Company, in a private placement at an aggregate purchase price of $10.00 per Unit multiplied by the number of Units being purchased hereunder (“Aggregate Purchase Price”), up an Aggregate Purchase Price of $40,000,000.00. (b) To the extent that the number of Units to be purchased pursuant to this Agreement, together with the other shares of the Company held directly or indirectly by the Subscriber, will result in the Subscriber beneficially owning over 9.999% of shares of the Company (or such other entity as may be the continuing public company following the Business Combination), as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Subscriber shall have the right to limit its incremental purchase obligation pursuant hereto to such number of Units as would not result in its beneficial ownership exceeding 9.999%, as determined above. (c) To the extent the Subscriber determines in good faith that purchasing the Securities pursuant to this Agreement would reasonably be likely to give rise to a material conflict of interest in relation to one or more business endeavors of the Subscriber or any of its affiliates or conflict with any legal, regulatory or contractual requirements to which the Subscriber or its affiliates may be subject, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon written notice to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have be of no further force or and effect. (d) To the extent that the Subscriber executes an alternative financing in connection with the Business Combination under terms mutually agreed upon by the Subscriber and the Company, the Subscriber shall be released from any obligation to purchase Units pursuant to this Agreement upon the mutual written consent of the Subscriber and the Company and this Agreement shall terminate and be of no further force and effect. The Company hereby agrees that the Subscriber shall notify Subscriber have a right of first offer (with customary terms as reasonably determined by the Company) in writing of relation to any alternative financing, including, without limitation, any preferred equity or debt financing, to be obtained by the anticipated consummation date of Company in connection with the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCombination.

Appears in 1 contract

Samples: Forward Purchase Agreement (USA Acquisition Corp.)

Purchase of the Securities. Subscriber(a) The Company agrees to issue and sell the Underwritten Securities to the Underwriter, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase at a price per share of Common Stock of $12.61 (the “Share Purchase Price”) from the Company the number of Underwritten Shares set forth opposite the Underwriter’s delivery name in Schedule 1 hereto and to purchase from the Company Warrants in respect of the respective number of Warrant Shares set forth opposite the Underwriter’s name in Schedule 1 hereto at a price of $12.6099 per Warrant Share (the “Warrant Purchase Price”). In addition, the Company agrees to issue and sell the Option Shares to the Underwriter as provided in this Agreement Agreement, and the Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, from the Company the Option Shares at the Share Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on the Sponsor Underwritten Shares but not payable on the Option Shares. The Underwriter may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Underwriter to the Company. Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be delivered and paid for, which may be the same date and time as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date nor later than the tenth full business day (as hereinafter defined) after the date of such notice (unless such time and date are postponed in accordance with the provisions of Section 10 hereof). Any such notice shall be preceded or accompanied by an originally executed Form X-0given at least two business days prior to the date and time of delivery specified therein. (b) The Company understands that the Underwriter intends to make a public offering of the Securities, X-0XXX or W-8IMY, as applicableand initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriter may offer and sell the Securities to or the Sponsor shall notify Subscriber in writing through any affiliate of the anticipated date of Underwriter. (c) Payment for the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber Securities shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Underwriter, in the case of the Underwritten Securities, at the offices of Cravath, Swaine & Xxxxx LLP, Two Manhattan West, New York, New York 10001 at 10:00 A.M. New York City time on November 27, 2024, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Underwriter and the Company and Subscriber may agree upon in writing. If , or in the consummation case of the IPO has not occurred for any reason Option Shares, on the date and at the time and place specified by the Underwriter in the written notice of the Underwriter’s election to purchase such Option Shares. The time and date that of such payment for the Underwritten Securities is seven referred to herein as the “Closing Date”, and the time and date for such payment for the Option Shares, if other than the Closing Date, is herein referred to as the “Additional Closing Date”. Payment for the Securities to be purchased on the Closing Date or the Additional Closing Date, as the case may be, shall be made against delivery to the account of the Underwriter of the Securities to be purchased on such date or the Additional Closing Date, as the case may be, with any transfer taxes payable in connection with the sale of such Securities duly paid by the Company. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (7“DTC”) Business Days after unless the date Underwriter shall otherwise instruct. The Warrants shall be delivered to the Underwriter in definitive form, registered in such names and in such denominations as the Underwriter shall request in writing not later than the Closing Date. The Warrants will be made available for inspection by the Underwriter on which Subscriber remitted the Unit Purchase Price business day prior to the Closing Date. Notwithstanding the foregoing, the Company and the Underwriter shall instruct purchasers of the Warrants in the public offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $12.9999 per Warrant Share, in lieu of payment by the Underwriter for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s transfer agentobligation to deliver such Warrants to the Underwriter; provided that, then, unless Subscriber otherwise agrees in writingupon receipt by the Company of payment for the Warrants, the Company shall promptly cause its (but in no event later than the date on which such payment was received) pay $0.39 per Warrant Share to the Underwriter by wire transfer in immediately available funds to the account specified by the Underwriter. In the event that the purchasers of the Warrants in the public offering fail to make payment to the Company for all or part of the Warrants on the Closing Date, the Underwriter may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants to be delivered to the Underwriter under this Agreement. (d) The Company acknowledges and agrees that the Underwriter is 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, the Underwriter is not advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriter shall deliver not have any responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriter of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriter and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Replimune Group, Inc.)

Purchase of the Securities. Subscriber(a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s delivery name in Schedule 1 hereto at a price equal to 99.017% of the principal amount thereof plus accrued interest, if any, from May 29, 2024 to the Closing Date. The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) The Company and the Guarantor understand that the Underwriters intend to make a public offering of the Securities as soon after the effectiveness of this Agreement as in your judgment is advisable, and initially to offer the Securities on the terms set forth in the Time of Sale Information. The Company and the Sponsor shall be preceded Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to or accompanied through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by an originally executed Form X-0, X-0XXX it to or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing through any Underwriter. (c) Payment for and delivery of the anticipated date Securities will be made at the offices of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) Xxxxx Xxxx & Xxxxxxxx LLP, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at least two (2) Business Days (as defined below) prior to the Effective Date10:00 A.M., and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the CompanyNew York City time, on May 29, 2024, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as you and the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, The time and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of such payment and delivery is referred to herein as the Business Combination at least two “Closing Date”. (2d) Business Days prior to such date, and Payment for the Sponsor Securities shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor be made by wire transfer of in immediately available funds or other means approved to the account(s) specified by the SponsorCompany to you against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by you not later than 1:00 P.M., New York City time, on the Founder Shares business day prior to the Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Underwriting Agreement (Allegion PLC)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company Underwriter as provided in this Agreement, and the Sponsor shall be preceded or accompanied by an originally executed Form X-0Underwriter, X-0XXX or W-8IMY, as applicable. The Company or on the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite the Underwriter’s name in Schedule 1 hereto at a price equal to 98% of the effectiveness of principal amount thereof (the Registration Statement “Purchase Price”) plus accrued interest, if any, from October 5, 2016 to the Closing Date (as defined below). (b) (The Company understands that the “Effective Date”) at least two (2) Business Days (Underwriter intends to make a public offering of the Securities as defined below) prior to soon after the Effective Dateeffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and Subscriber shall remit initially to offer the Unit Purchase Price Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to the Company’s transfer agent (to be held in escrow pending the consummation or through any affiliate of the IPO), Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for the Securities shall be made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Underwriter at the offices of Xxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 at 10:00 A.M. New York City time on January 27, 2017, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Underwriter and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriter of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, the Underwriter is not advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriter shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriter of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriter and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company Underwriter as provided in this Agreement, and the Sponsor shall be preceded or accompanied by an originally executed Form X-0Underwriter, X-0XXX or W-8IMY, as applicable. The Company or on the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees to purchase from the Company the principal amount of Securities set forth opposite the Underwriter’s name in Schedule 1 hereto at a price equal to 97.5% of the effectiveness of principal amount thereof (the Registration Statement “Purchase Price”) plus accrued interest, if any, from April 1, 2019 to the Closing Date (as defined below). (b) (The Company understands that the “Effective Date”) at least two (2) Business Days (Underwriter intends to make a public offering of the Securities as defined below) prior to soon after the Effective Dateeffectiveness of this Agreement as in the judgment of the Underwriter is advisable, and Subscriber shall remit initially to offer the Unit Purchase Price Securities on the terms set forth in the Prospectus. The Company acknowledges and agrees that the Underwriter may offer and sell Securities to the Company’s transfer agent (to be held in escrow pending the consummation or through any affiliate of the IPO), Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through the Underwriter. (c) Payment for the Securities shall be made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Underwriter at the offices of Cozen X’Xxxxxx, 00 Xxxxx 0xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxxx, Xxxxxxxxx 00000 at 10:00 A.M. New York City time on August 22, 2019, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Underwriter and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriter of the Securities to be purchased on such date of one or more global notes representing the Securities (collectively, the “Global Note”), with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Underwriter at the office of JMP Securities LLC set forth above not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (d) The Company acknowledges and agrees that the Underwriter is acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, the Underwriter is not advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriter shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriter of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriter and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Western Asset Mortgage Capital Corp)

Purchase of the Securities. Subscriber(a) The Company agrees to issue and sell the Securities, and each Purchaser, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally, and not jointly, to purchase at a purchase price of 97.5% of the principal amount thereof plus accrued interest, if any, from August 19, 2022 to the Closing Date (the “Purchase Price”), from the Company, the respective principal amount of Securities set forth opposite such Purchaser’s delivery name in Schedule 1 hereto. In addition, on the basis of this Agreement the representations, warranties and agreements set forth herein, and subject to the conditions set forth herein, the Company hereby grants to the Purchasers an option to purchase, severally, and not jointly, at their election, up to $100,000,000 aggregate principal amount of Option Securities at the Purchase Price. Such option may be exercised in whole or in part at any time or from time to time, by written notice from the Purchasers to the Company setting forth the aggregate principal amount of Option Securities to be purchased and the Sponsor date on which such Option Securities are to be delivered, as determined by you but in no event earlier than the Closing Date or, unless you and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice; provided, in no event shall the delivery date of the Option Securities be later than the last day of the 13 calendar day period beginning on, and including, the Closing Date (the “Option Period”). The principal amount of Option Securities to be purchased by each Purchaser shall be preceded the same percentage of the total principal amount of Option Securities to be purchased by all Purchasers as such Purchaser is purchasing of the Firm Securities, subject to such adjustments as you in your absolute discretion shall make to eliminate any fraction of $1,000 principal amount of Securities. (b) The Securities to be purchased by each Purchaser hereunder will be represented by one or accompanied more global Securities in book-entry form which will be deposited by an originally executed Form X-0, X-0XXX or W-8IMY, as applicableon behalf of the Company with The Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Securities to the Representative, for the account of each Purchaser, against payment by or the Sponsor shall notify Subscriber in writing on behalf of such Purchaser of the anticipated date purchase price therefor by wire transfer in Federal (same day) funds, by causing DTC to credit the Securities to the account of the effectiveness of Representative at DTC. The Company will cause the Registration Statement certificates representing the global Securities to be made available to the Representative not later than 1:00 p.m. New York City Time, on the business day prior to the Closing Date or any Additional Closing Date (as each is defined belowin this Section 1(b)) at the office of Xxxxx Xxxxx L.L.P., 000 Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxx 00000 (the “Effective DateClosing Location) at least two (2) Business Days (). The time and date of such delivery and payment shall be 10:00 a.m., New York City time, on August 19, 2022 or such other time and date as defined below) prior the Representative and the Company may agree upon in writing and, with respect to the Effective DateOption Securities, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO)10:00 a.m., by wire transfer of immediately available funds or other means approved by the CompanyNew York City time, on the date that is one (1) Business Day prior specified by the Representative in the written notice given by the Representative of the Purchasers’ election to purchase such Option Securities at least two business days preceding the Effective Dateanticipated delivery and payment, or such other time and date as the Representative and the Company and Subscriber may agree upon in writing. If the consummation Such time and date for such payment of the IPO has not occurred Firm Securities is herein called the “Closing Date,” and any such time and date for such payment of any reason Option Securities, if other than the Closing Date, is herein called an “Additional Closing Date.” (c) The documents to be delivered at the Closing Date or any Additional Closing Date, as the case may be, by or on behalf of the parties hereto pursuant to Section 5 hereof, including the cross-receipt for the Securities and any additional documents requested by the Purchasers pursuant to Section 5(o) hereof, will be delivered at such time and date that is seven (7) Business Days after at the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such dateClosing Location, and the Sponsor shall deliver Securities will be delivered at the Founder Shares to office of DTC (or as instructed by Subscriber against payment of its designated custodian), all at the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds Closing Date or other means approved by the Sponsor, on the Founder Shares any Additional Closing Date, or such other date as the Sponsor and Subscriber case may agree upon in writingbe. As used hereinFor the purposes of this Section 1(c), “New York Business Day” means any dayshall mean each Monday, other than a Saturday or SundayTuesday, that Wednesday, Thursday and Friday which is neither a legal holiday nor not a day on which banking institutions in New York are generally authorized or required obligated by law or regulation executive order to close close. (d) The Company acknowledges and agrees that (i) the purchase and sale of the Securities pursuant to this Agreement is an arm’s-length commercial transaction between the Company, on the one hand, and the Purchasers, on the other, (ii) in connection therewith and with the City process leading to such transaction each Purchaser is acting solely as a principal and not the agent or fiduciary of New Yorkthe Company, New York(iii) no Purchaser has assumed an advisory or fiduciary responsibility in favor of the Company with respect to the offering contemplated hereby or the process leading thereto (irrespective of whether such Purchaser has advised or is currently advising the Company on other matters) or any other obligation to the Company except the obligations expressly set forth in this Agreement and (iv) the Company has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company agrees that it will not claim that the Purchaser, or any of them, has rendered advisory services of any nature or respect, or owes a fiduciary or similar duty to the Company, in connection with such transaction or the process leading thereto.

Appears in 1 contract

Samples: Purchase Agreement (Sunnova Energy International Inc.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company several Underwriters as provided in this Agreement, and each Underwriter, on the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name on Schedule 1 hereto at a price equal to 102.536% of the effectiveness of principal amount thereof, plus accrued interest from May 15, 2020 to, but excluding, the Registration Statement Closing Date (as defined below) (the “Effective DatePurchase Price). (b) at least two (2) Business Days (as defined below) prior The Company understands that the Underwriters intend to make a public offering of the Securities, and initially to offer the Securities for sale to the Effective Date, public on the terms set forth in the Prospectus. The Company acknowledges and Subscriber shall remit agrees that the Unit Purchase Price Underwriters may offer and sell Securities to or through any affiliate of an Underwriter and that any such affiliate may offer and sell the Company’s transfer agent Securities purchased by it to or through any Underwriter. (to be held in escrow pending the consummation c) Payment for and delivery of the IPO)Securities shall be made via electronic exchange at 10:00 A.M. New York City time on June 2, by wire transfer of immediately available funds 2020, or at such other means approved by the Company, time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date”. (d) Payment for the Securities to be purchased on the Closing Date shall be made by wire transfer in immediately available funds to the account specified by the Company to the Representatives against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the IPO has not occurred for Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”) purchased on such date, with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven (7) Business Days after Company. The Global Note will be made available for inspection by the date Representatives not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (e) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, none of the Representatives or any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date transactions contemplated hereby, and no Underwriter shall have any responsibility or liability to the Company with respect thereto. Any review by the Underwriters of the Business Combination at least two (2) Business Days prior Company of the transactions contemplated hereby or other matters relating to such date, and transactions will be performed solely for the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment benefit of the Founder Shares Purchase Price to accounts indicated by Underwriters and shall not be on behalf of the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Brighthouse Financial, Inc.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company several Underwriters as provided in this Agreement, and each Underwriter, on the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.348% of the effectiveness of principal amount thereof plus accrued interest, if any, from June 22, 2022 to the Registration Statement Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) (The Company and the “Effective Date”) at least two (2) Business Days (Guarantor understand that the Underwriters intend to make a public offering of the Securities as defined below) prior to soon after the Effective Dateeffectiveness of this Agreement as in your judgment is advisable, and Subscriber shall remit initially to offer the Unit Purchase Price Securities on the terms set forth in the Time of Sale Information. The Company and the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to the Company’s transfer agent or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (to be held in escrow pending the consummation c) Payment for and delivery of the IPO)Securities will be made at the offices of Cravath, by wire transfer of immediately available funds or other means approved by the CompanySwaine & Xxxxx, LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on June 22, 2022, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as you and the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, The time and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of such payment and delivery is referred to herein as the Business Combination at least two “Closing Date”. (2d) Business Days prior to such date, and Payment for the Sponsor Securities shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor be made by wire transfer of in immediately available funds or other means approved to the account(s) specified by the SponsorCompany to you against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by you not later than 1:00 P.M., New York City time, on the Founder Shares business day prior to the Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Underwriting Agreement (Allegion PLC)

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Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Units Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Units Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Units Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor Company shall deliver the Founder Shares Units to or as instructed by Subscriber against payment of the Founder Shares Units Purchase Price to accounts indicated by the Sponsor Company by wire transfer of immediately available funds or other means approved by the SponsorCompany, on the Founder Shares Units Closing Date, or such other date as the Sponsor Company and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Subscription Agreement (Alpha Partners Technology Merger Corp.)

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0W-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Warrant Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Warrant Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Securities Purchase Agreement (DiamondHead Holdings Corp.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Underwritten Securities to the Company several Underwriters as provided in this Agreement, and each Underwriter, on the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a purchase price of $2.697 per Unit and of $2.612 per Pre-Funded Unit the effectiveness respective number of Units and Pre-Funded Units set forth opposite such Underwriter’s name in Schedule 1 hereto. For the Registration Statement avoidance of doubt, the several Underwriters will deduct the Firm Capital Increase Amount (as defined below) (from the “Effective Date”) at least two (2) Business Days (as defined below) prior to aggregate purchase price for the Effective Date, and Subscriber shall remit Underwritten Securities payable by the Unit Purchase Price several Underwriters to the Company’s transfer agent . (b) The Company understands that the Underwriters intend to be held in escrow pending the consummation make a public offering of the IPO)Underwritten Securities, and initially to offer the Underwritten Securities on the terms set forth in the Pricing Disclosure Package. The Company acknowledges and agrees that the Underwriters may offer and sell the Underwritten Securities to or through any affiliate of an Underwriter. (c) Payment for the Underwritten Securities shall be made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Representative in the case of the Underwritten Securities, at the offices of Xxxxxx and Xxxxx, LLP, 00 Xxxxxxxxxxx Xxxxx, 00xx Xxxxx, Xxx Xxxx, XX at 10:00 A.M. New York City time on September 8, 2020, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date, not later than the fifth business day thereafter (or if such date is a day on which banks are permitted or required to be closed in Geneva or Bern, Switzerland, then not later than the fourth business day thereafter), as the Representative and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Underwritten Securities is referred to herein as the “Closing Date.” Payment for the Underwritten Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the IPO has not occurred for several Underwriters of the Underwritten Securities to be purchased on such date with any reason transfer taxes payable in connection with the sale of such Underwritten Securities duly paid by the date Company. Delivery of the Underwritten Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representative shall otherwise instruct. The Company shall deliver the Warrants and the Pre-Funded Warrants in certificated form in such denominations and registered in such names as the Representative or its designees request. In the event that is seven a purchaser delivers a Notice of Exercise (7as defined in the Pre-Funded Warrants) Business Days after on or prior to 12:00 P.M., New York time on the Closing Date, to exercise any Pre-Funded Warrants between the date on which Subscriber remitted hereof and the Unit Purchase Closing Date, provided that payment in full of the Exercise Price to (as defined in the Company’s transfer agent, then, unless Subscriber otherwise agrees in writingPre-Funded Warrants) is first received, the Company shall promptly cause its transfer deliver Warrant Shares with respect to such Pre-Funded Warrants to such purchaser on the Closing Date in connection with such Notice of Exercise, in which case the Warrant Shares may be settled by Common Shares held by the Company in treasury. (d) The Company acknowledges and agrees that the Representative and the other 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 Representative nor any other Underwriter are advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date transactions contemplated hereby, and neither the Representative nor the other Underwriters shall have any responsibility or liability to the Company with respect thereto. Any review by the Representative and the other Underwriters of the Business Combination at least two (2) Business Days prior Company, the transactions contemplated hereby or other matters relating to such date, and transactions will be performed solely for the Sponsor shall deliver the Founder Shares to or as instructed by Subscriber against payment benefit of the Founder Shares Purchase Price to accounts indicated by Underwriters and shall not be on behalf of the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting and Placement Agency Agreement (ObsEva SA)

Purchase of the Securities. Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Private Placement Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Private Placement Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Private Placement Purchase Price to Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such date, and the Sponsor Company shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor Company by wire transfer of immediately available funds or other means approved by the SponsorCompany, on the Founder Shares Closing Date, or such other date as the Sponsor Company and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Subscription Agreement (Innovatus Life Sciences Acquisition Corp.)

Purchase of the Securities. Subscriber(a) The Company agrees to issue and sell the Shares and Warrants to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective number of Shares and Warrants set forth opposite such Underwriter’s delivery name in Schedule 1 hereto. The purchase price to be paid to the Company by the several Underwriters for each Share and accompanying Warrant shall be $7.05 (the “Purchase Price”). (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 Company and Securities on the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicableterms set forth in the Pricing Disclosure Package. 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 Sponsor Securities shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Representatives, at the offices of Xxxxxx LLP at 10:00 A.M., New York City time, on April 9, 2019, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date.” 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 IPO has not occurred for several Underwriters of the Securities to be purchased on such date with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven Company. Delivery of the book-entry positions for the Shares and the certificates for the Warrants shall be made through the facilities of The Depository Trust Company (7“DTC”) Business Days after unless the date Representatives shall otherwise instruct. The certificates for the Shares and Warrants will be made available for inspection and packaging by the Representatives at the office of DTC or its designated custodian not later than 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the CompanyClosing Date. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriters shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriters of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriters and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the Company several Underwriters as provided in this Agreement, and each Underwriter, on the Sponsor shall be preceded or accompanied by an originally executed Form X-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify Subscriber in writing basis of the anticipated date representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Company the respective principal amount of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a price equal to 99.316% of the effectiveness of principal amount thereof plus accrued interest, if any, from September 27, 2019 to the Registration Statement Closing Date (as defined below). The Company will not be obligated to deliver any of the Securities except upon payment for all the Securities to be purchased as provided herein. (b) (The Company and the “Effective Date”) at least two (2) Business Days (Guarantor understand that the Underwriters intend to make a public offering of the Securities as defined below) prior to soon after the Effective Dateeffectiveness of this Agreement as in your judgment is advisable, and Subscriber shall remit initially to offer the Unit Purchase Price Securities on the terms set forth in the Time of Sale Information. The Company and the Guarantor acknowledge and agree that the Underwriters may offer and sell Securities to the Company’s transfer agent or through any affiliate of an Underwriter and that any such affiliate may offer and sell Securities purchased by it to or through any Underwriter. (to be held in escrow pending the consummation c) Payment for and delivery of the IPO)Securities will be made at the offices of Cravath, by wire transfer of immediately available funds or other means approved by the CompanySwaine & Xxxxx, LLP, 000 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 A.M., New York City time, on September 27, 2019, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as you and the Company and Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which Subscriber remitted the Unit Purchase Price to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Purchase Price to Subscriber without interest or deduction, The time and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify Subscriber in writing of the anticipated consummation date of such payment and delivery is referred to herein as the Business Combination at least two “Closing Date”. (2d) Business Days prior to such date, and Payment for the Sponsor Securities shall deliver the Founder Shares to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor be made by wire transfer of in immediately available funds or other means approved to the account(s) specified by the SponsorCompany to you against delivery to the nominee of The Depository Trust Company (“DTC”), for the account of the Underwriters, of one or more global notes representing the Securities (collectively, the “Global Note”), with any transfer taxes payable in connection with the sale of the Securities duly paid by the Company. The Global Note will be made available for inspection by you not later than 1:00 P.M., New York City time, on the Founder Shares business day prior to the Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Underwriting Agreement (Allegion PLC)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) The Company agrees to issue and sell the Securities to the several Underwriters as provided in this underwriting agreement (this “Agreement”), and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase at a price per Share of $4.1548 (the “Share Purchase Price”) from the Company the respective number of Shares set forth opposite such Underwriter’s name in Schedule 1 hereto and to purchase from the Sponsor shall be preceded or accompanied by Company the respective number of Warrants set forth opposite such Underwriter’s name in Schedule 1 hereto, at a price of $4.15386 per Warrant (the “Warrant Purchase Price”). (b) The Company understands that the Underwriters intend to make an originally executed Form X-0offering of the Securities, X-0XXX or W-8IMYand initially to offer the Securities, as applicableon the terms set forth in the Pricing Disclosure Package. 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 Sponsor Securities shall notify Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior to the Effective Date, and Subscriber shall remit the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), made by wire transfer of in immediately available funds or other means approved to the account specified by the CompanyCompany to the Representatives, at the offices of Xxxxxx LLP, counsel for the Underwriters, at 00 Xxxxxx Xxxxx, New York, NY 10001 at 10:00 A.M. New York City time on December 21, 2023, or at such other time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Representatives and the Company and Subscriber may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date.” 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 IPO has several Underwriters of (i) the Shares in book-entry form registered in such names and in such denominations as the Representatives shall request in writing not occurred for later than two full business days prior to the Closing Date with any reason transfer taxes payable in connection with the sale of such Shares duly paid by the date that is seven Company and (7ii) Business Days after the date Warrants in definitive form, registered in such names and in such denominations as the Representatives shall request in writing not later than the Closing Date. Delivery of the Shares shall be made through the facilities of The Depository Trust Company (“DTC”) unless the Representatives shall otherwise instruct. The Warrants will be made available for inspection by the Representatives on which Subscriber remitted the Unit business day prior to the Closing Date. Notwithstanding the foregoing in this Section 2, the Company and the Representatives shall instruct purchasers of the Warrants in the offering to make payment for the Warrants on the Closing Date to the Company by wire transfer in immediately available funds to the account specified by the Company at a purchase price of $4.419 per Warrant, in lieu of payment by the Underwriters for such Warrants, and the Company shall deliver such Warrants to such purchasers on the Closing Date in definitive form against such payment, in lieu of the Company’s obligation to deliver such Warrants to the Underwriters; provided that, the underwriting discounts and commissions in respect of the Warrants, as calculated by subtracting the Warrant Purchase Price set forth in Section 2(a) hereof from the Offering Price per Warrant set forth on Annex A hereto multiplied by the Number of Warrants set forth on Annex A hereto, shall be deducted and withheld from the amount otherwise payable by the Representatives to the Company for the Shares as set forth above in this Section 2(c). In the event that any purchaser of Warrants fails to make payment to the Company for all or part of the Warrants on the Closing Date, the Representatives may elect, by written notice to the Company, to receive shares of Common Stock in lieu of all or a portion of such Warrants against payment to the Company of the Share Purchase Price with respect thereto. (d) The Company acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm’s transfer agentlength 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, then, unless Subscriber otherwise agrees in writingor an agent of, the Company shall promptly cause its transfer agent or any other person. Additionally, neither the Representatives nor any other Underwriter is advising the Company or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company shall notify Subscriber in writing consult with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date of the Business Combination at least two (2) Business Days prior to such datetransactions contemplated hereby, and the Sponsor Underwriters shall deliver have no responsibility or liability to the Founder Shares to or as instructed Company with respect thereto. Any review by Subscriber against payment the Underwriters of the Founder Shares Purchase Price to accounts indicated by Company, the Sponsor by wire transfer of immediately available funds transactions contemplated hereby or other means approved by matters relating to such transactions will be performed solely for the Sponsor, benefit of the Underwriters and shall not be on behalf of the Founder Shares Closing Date, or such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New YorkCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Syros Pharmaceuticals, Inc.)

Purchase of the Securities. Subscriber’s delivery of this Agreement (a) Each Selling Shareholder, severally and not jointly, agrees to sell the Securities to the Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, to purchase from the Selling Shareholders the respective number of Securities set forth opposite such Underwriter’s name in Schedule 1 hereto at a purchase price of $43.66 per share (the “Purchase Price”). (b) The Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0Selling Shareholders understand that the Underwriters intend to make a public offering of the Securities, X-0XXX or W-8IMY, as applicableand initially to offer the Securities on the terms set forth in the Pricing Disclosure Package. The Company and the Selling Shareholders acknowledge and agree that the Underwriters may offer and sell Securities to or through any affiliate of an Underwriter. (c) Payment for the Sponsor Securities to be sold by each Selling Shareholder shall notify Subscriber be made by wire transfer in writing of immediately available funds to the anticipated date of accounts specified by the effectiveness of the Registration Statement Attorney-in-Fact (as defined below) (the “Effective Date”) at least two (2) Business Days (as defined below) prior ), to the Effective DateRepresentative, and Subscriber shall remit at the Unit Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation offices of the IPO)Xxxxxxx Xxxxxxx & Xxxxxxxx LLP at 10:00 A.M. New York City time on August 2, by wire transfer of immediately available funds 2021 or at such other means approved by the Company, time or place on the date that is one (1) Business Day prior to the Effective Date, same or such other date date, not later than the fifth business day thereafter, as the Company Representative and Subscriber the Selling Shareholders may agree upon in writing. If The time and date of such payment for the consummation Securities is referred to herein as the “Closing Date.” Upon payment for the Securities to be sold by each Selling Shareholder being made by wire transfer in immediately available funds to the accounts specified by the Attorney-in-Fact, the parties agree that all of the IPO has Underwriter’s obligations with respect to this Section 2 will be satisfied in full and that the Underwriters will have no obligation and will not occurred be liable whatsoever in respect of the distribution of such funds among the Selling Shareholders. Payment for the Securities to be purchased on the Closing Date shall be made against delivery to the Representative for the respective accounts of the Underwriters of the Securities to be purchased on such date, with any reason transfer taxes payable in connection with the sale of such Securities duly paid by the date that is seven Selling Shareholders. Delivery of the Securities shall be made through the facilities of The Depository Trust Company (7“DTC”) Business Days after unless the date Representative shall otherwise instruct. The certificates for the Securities will be made available for inspection and packaging by the Representative at the office of DTC or its designated custodian not later than at 1:00 P.M., New York City time, on which Subscriber remitted the Unit Purchase Price business day prior to the Company’s transfer agent, then, unless Subscriber otherwise agrees in writingClosing Date. Upon the authorization by you of the release of the Securities, the Underwriters propose to offer the Securities for sale upon the terms and conditions set forth in the Pricing Disclosure Package and the Prospectus. (d) The Company shall promptly cause its transfer and each Selling Shareholder acknowledge and agree that the Representative and the other Underwriters are acting solely in the capacity of an arm’s length contractual counterparty to the Company and any Selling Shareholder 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, any Selling Shareholder or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, any Selling Shareholder or any other person as to return the Unit Purchase Price to Subscriber without interest any legal, tax, investment, accounting or deduction, and this Agreement shall terminate and thereafter have no force or effectregulatory matters in any jurisdiction. The Company and each Selling Shareholder shall notify Subscriber in writing consult with its own advisors concerning such matters and each shall be responsible for making its own independent investigation and appraisal of the anticipated consummation date transactions contemplated hereby, and neither the Representative nor any other Underwriter shall have any responsibility or liability to the Company or any Selling Shareholder with respect thereto. Any review by the Representative and the other Underwriters of the Business Combination at least two (2) Business Days prior Company or any Selling Shareholder, the transactions contemplated hereby or other matters relating to such datetransactions will be performed solely for the benefit of the Representative and the other Underwriters and shall not be on behalf of the Company or any Selling Shareholder. (e) Each Selling Shareholder further acknowledges and agrees that, although the Underwriters may provide certain Selling Shareholders with certain Regulation Best Interest and Form CRS disclosures or other related documentation in connection with the offering, the Underwriters are not making a recommendation to any Selling Shareholder to participate in the offering or sell any Securities at the Purchase Price, and the Sponsor shall deliver the Founder Shares nothing set forth in such disclosures or documentation is intended to or as instructed by Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor by wire transfer of immediately available funds or other means approved by the Sponsor, on the Founder Shares Closing Date, or suggest that any Underwriter is making such other date as the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New Yorkrecommendation.

Appears in 1 contract

Samples: Underwriting Agreement (Colfax CORP)

Purchase of the Securities. The Subscriber’s delivery of this Agreement to the Company and the Sponsor shall be preceded or accompanied by an originally executed Form X-0W-0, X-0XXX or W-8IMY, as applicable. The Company or the Sponsor shall notify the Subscriber in writing of the anticipated date of the effectiveness of the Registration Statement (as defined below) (the “Effective Date”) at least two three (23) Business Days (as defined below) prior to the Effective Date, and the Subscriber shall remit the Unit Warrant Purchase Price to the Company’s transfer agent (to be held in escrow pending the consummation of the IPO), by wire transfer of immediately available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Subscriber may agree upon in writing. If the consummation of the IPO has not occurred for any reason by the date that is seven (7) Business Days after the date on which the Subscriber remitted the Unit Warrant Purchase Price to the Company’s transfer agent, then, unless the Subscriber otherwise agrees in writing, the Company shall promptly cause its transfer agent to return the Unit Warrant Purchase Price to the Subscriber without interest or deduction, and this Agreement shall terminate and thereafter have no force or effect. The Company shall notify the Subscriber in writing of the anticipated consummation date of the Business Combination at least two three (23) Business Days prior to such date, and the Sponsor Rxxxxxxx shall deliver the Founder Shares to or as instructed by the Subscriber against payment of the Founder Shares Purchase Price to accounts indicated by the Sponsor Rxxxxxxx by wire transfer of immediately available funds or other means approved by the SponsorRxxxxxxx, on the Founder Shares Closing Date, or such other date as Rxxxxxxx and the Sponsor and Subscriber may agree upon in writing. As used herein, “Business Day” means any day, other than a Saturday or Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York.

Appears in 1 contract

Samples: Securities Purchase Agreement (BowX Acquisition Corp.)

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