Purchase of the Shares by the Underwriter. (a) The Selling Stockholder agrees to sell the Shares to the Underwriter as provided in this Agreement, 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 the Shares from the Selling Stockholder at a purchase price per share of $41.00 (the “Purchase Price”).
(b) The Selling Stockholder understands that the Underwriter intends to make a public offering of the Shares as soon after the effectiveness of this Agreement as in the judgment of the Underwriter is advisable, and initially to offer the Shares on the terms set forth in the Prospectus. The Selling Stockholder acknowledges and agrees that the Underwriter may offer and sell Shares to or through any affiliate of the Underwriter and that any such affiliate may offer and sell Shares purchased by it to or through the Underwriter.
(c) Payment for the Shares shall be made by wire transfer in immediately available funds to the account specified by the Selling Stockholder (as defined below) to the Underwriter at the offices of Vxxxxx & Exxxxx L.L.P., 1000 Xxxxxx, Xxxxxxx, Xxxxx 00000, at 10:00 A.M. New York City time on Wednesday, December 14, 2005, or at such other time or place on the same or such other date, not later than the fifth business day thereafter, as the Underwriter and the Selling Stockholder may agree upon in writing. The time and date of such payment is referred to herein as the “Closing Date”. Payment for the Shares shall be made against delivery to the Underwriter for the account of the Underwriter of the Shares in definitive form registered in such names and in such denominations as the Underwriter 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 the Shares duly paid by the Selling Stockholder. The certificates for the Shares will be made available for inspection and packaging by the Underwriter at the office of J.X. Xxxxxx Securities Inc. set forth above not later than 1:00 P.M., New York City time, on the business day prior to the Closing Date.
(d) As compensation to the Underwriter for its commitments hereunder, the Selling Stockholder will pay, or cause to be paid, to J.X. Xxxxxx Securities Inc., for the account of the Underwriter, an amount equal to $41.00 per share for the Shares to be delivered by the Selling Stockholder hereunder on the Closing Date. On December 14, 20...
Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares from the Selling Stockholder. The Company agrees to reimburse the Selling Stockholder $00.50 per share for each of the Firm Shares for an aggregate of $2,821,564.50 by wire transfer of immediately available funds to such account(s) designated by the Selling Stockholder to the Company, upon and simultaneously with the Selling Stockholder’s sale of the Firm Shares to the Underwriter, in order to reimburse the Selling Stockholder for 50% of the underwriting commissions paid by the Selling Stockholder to the Underwriter in connection with the sale of the Firm Shares, provided, that if the Underwriter’s Option is exercised on, or prior to, the Closing Date, the reimbursement owed by the Company to the Selling Stockholder shall instead be deducted from the purchase price for the Option Shares and paid by the Underwriter to the Selling Stockholder along with the purchase price for the Firm Shares. In addition, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company grants the Underwriter an option to purchase up to the full amount of Option Shares; provided, that such option shall be exercisable only in the event that the Underwriter purchases all of the Firm Shares on the Initial Delivery Date and as set forth in Section 5 of this Agreement. The price of both the Firm Shares and any Option Shares purchased by the Underwriter shall be $39.00 per share. The Company shall not be obligated to deliver any of the Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Option Shares to be purchased on such Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Selling Stockholder agrees to sell the Shares to the Underwriter, and the Underwriter agrees to purchase the Shares. The price of the Shares purchased by the Underwriter shall be $70.45 per Share. The Selling Stockholder shall not be obligated to deliver any of the Shares to be delivered on the applicable Delivery Date, except upon payment for all such Shares to be purchased on the Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell the 1,198,157 Shares to the Underwriter and the Underwriter agrees to purchase 1,198,157 Shares at a purchase price of $25.770 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Shares to be purchased on the Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, Corsair hereby agrees to sell to the Underwriter, and the Underwriter, agrees to purchase from Corsair at a price per share as provided in Schedule 1 hereto (the “Purchase Price”), the Shares. Corsair shall not be obligated to deliver any of the Shares to be delivered on the Delivery Date, except upon payment for all such Shares to be purchased from Corsair on such Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 250,000 Firm Shares to the Underwriter, and the Underwriter agrees to purchase 250,000 Firm Shares from the Company.
(a) In addition, the Company grants to the Underwriter an option to purchase up to 37,500 Option Shares. Such option is exercisable in the event that the Underwriter purchases the Firm Shares and sell more Shares than the number of Firm Shares in the offering and as set forth in Section 4 of this Agreement.
(b) The price of the Shares purchased by the Underwriter shall be $5.81250 per Share.
(c) The Company shall not be obligated to deliver any of the Shares to be delivered on the Delivery Date, except upon payment for all such Shares to be purchased on the Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 1,184,211 Shares to the Underwriter and the Underwriter agrees to purchase 1,184,211 Shares, at a purchase price of $18.0500 per share. The Company shall not be obligated to deliver any of the Shares to be delivered on the Delivery Date (as hereinafter defined), except upon payment for all the Shares to be purchased on the Delivery Date as provided herein.
Purchase of the Shares by the Underwriter. (a) On the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company and the Selling Stockholder shall sell the Underwritten Stock to the Underwriter, and the Underwriter agrees to purchase from the Company and the Selling Stockholder, the Underwritten Stock. The price at which such shares of Underwritten Stock shall be sold by the Company and the Selling Stockholder and purchased by the Underwriter shall be [$___] per share (the “Purchase Price”).
(b) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company grants an option to the Underwriter to purchase the Option Stock at the Purchase Price. Said option may be exercised only to cover over-allotments in the sale of the Underwritten Stock by the Underwriter and may be exercised in whole or in part at any time (but not more than once) on or before the 30th day after the date of this agreement upon written or electronic notice by the Underwriter to the Company setting forth the aggregate number of shares of Option Stock as to which the Underwriter is exercising the option. Delivery of the certificates for the shares of Option Stock, and payment therefor shall be made as provided in Section 5 hereof. The number of shares of the Option Stock to be purchased by the Underwriter shall be in such amounts as the Underwriter shall agree upon prior to the exercise of the option set forth hereunder.
Purchase of the Shares by the Underwriter. (a) The Selling Stockholders agree, severally and not jointly, to sell the Shares to the Underwriter as provided in this Agreement, and the 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 Stockholders at a purchase price per share of $52.07 (the “Purchase Price”) the number of Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Shares to be sold by the Selling Stockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number of Shares to be purchased by the Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the aggregate number of Shares to be purchased by the Underwriter from all of the Selling Stockholders hereunder.
Purchase of the Shares by the Underwriter. On the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Selling Shareholder agrees to sell 1,900,000 Firm Shares to the Underwriter, and the Underwriter agrees to purchase the Firm Shares. In addition, the Selling Shareholder grants to the Underwriter an option to purchase up to 285,000 additional Option Shares. Such options are exercisable as set forth in Section 5 hereof. The price of the Firm Shares and Option Shares purchased by the Underwriter shall be $84.41 per Share. The Selling Shareholder shall not be obligated to deliver any Firm Shares or Option Shares to be delivered on the applicable Delivery Date, except upon payment for all such Shares to be purchased on such Delivery Date as provided herein.
