Common use of Purchase of the Shares by the Underwriters Clause in Contracts

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Canadian Solar Inc.)

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Purchase of the Shares by the Underwriters. 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 6,300,000 [·] Firm Shares and each Selling Shareholder Stockholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each Selling Shareholder Stockholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an [·] additional 700,000 Option Shares and each Selling Shareholder Stockholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's Stockholder’s name in Schedule 2 II hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Shares Stock than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- [·] per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Natural Grocers by Vitamin Cottage, Inc.)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 [●] Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be sold by the Company and by each the Selling Shareholder Shareholders as the number of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's ’s name in Schedule 2 II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased by the Underwriters shall be is $- [●] per shareShare. The Company and the Selling Shareholders shall are not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Hamilton Insurance Group, Ltd.)

Purchase of the Shares by the Underwriters. On (a) The Selling Stockholder agrees to sell the Underwritten Shares 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 Stockholder at a purchase price per share of $46.25 (the “Purchase Price”) the number of Underwritten Shares set forth in Schedule 1 hereto. In addition, the Selling Stockholder, as and to the extent indicated in Schedule 2 hereto, agrees to sell the Option Shares to the Underwriters as provided in this Agreement. The Underwriters, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 heretoherein, shall have the option to purchase at their election, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Stockholder the Option Shares that represents at the same proportion of the number of Firm Shares Purchase Price less an amount per share equal to be sold any dividends or distributions declared by the Company and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the number of Option Shares to be purchased by each Selling Shareholder Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total hereto (or such number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and increased as set forth in Section 5 13 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Selling Stockholder by the Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the Underwriters in their discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder Stockholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, The Underwriters 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 Underwriters to each of the Company and the Selling Stockholder. Such notice shall set forth the aggregate number of Option Shares (subject as to such adjustments which the option is being exercised and the date and time when the Option Shares are to eliminate fractional shares be delivered and paid for, which may be the same date and time as the Representatives may determineClosing Date (as hereinafter defined) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders but shall not be obligated earlier than the Closing Date or 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 12 hereof). Any such notice shall be given at least three business days prior to deliver any the date and time of the 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 hereindelivery specified therein.

Appears in 1 contract

Samples: Nielsen Holdings N.V.

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 (i) [●] Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters at a purchase price (net of discounts and commissions) per Firm Share of $ [●] for the first $10 million of Shares which represents an 8% discount to the public offering price per Firm Share; (ii) $ [●] for the second $10 million of Shares which represents a 4% discount to the public offering price per Firm Share; (iii) and $ [●] for the Shares thereafter which represents a 3.5% discount to the public offering price per Firm Share and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in on Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. For the avoidance of doubt, each Underwriter shall be liable only with respect to the securities that they agree to purchase as set forth on Schedule I hereto. In addition, the Company grants to the Underwriters an option the Over-Allotment Option to purchase up to an (i) [●] additional 700,000 Option Shares at a purchase price (net of discounts and each Selling Shareholder grants commissions) per Option Share of $[●], which represents a 8% discount to the Underwriters an option public offering price per Option Share to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 heretocover over-allotments. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares securities as the Representatives Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in on Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders shall is not be obligated to deliver any of the Firm Shares or the 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.

Appears in 1 contract

Samples: Sancai Holding Group Ltd.

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 11,670,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an 1,750,500 additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is exercisable in the event that the Underwriters sell more shares of Common Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased is $5.64 per share, less, in the case of the Option Shares, an amount per share equal to any dividends or distributions declared by the Underwriters shall be $- per shareCompany on its Ordinary Shares and payable on the Firm Shares but not payable on such Option Shares. The Subject to Section 9(b), the Company and the Selling Shareholders shall is not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Foamix Pharmaceuticals Ltd.)

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder's ’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in the proportion to that the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of all Option Shares to be sold among the Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- 33.61 per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Avago Technologies LTD)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 27,050,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an 4,057,500 additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares Stock than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased is $1.739 per share, less, in the case of the Option Shares, an amount per share equal to any dividends or distributions declared by the Underwriters shall be $- per shareCompany on its Common Stock and payable on the Firm Shares but not payable on such Option Shares. The Subject to Section 9(b), the Company and the Selling Shareholders shall is not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Menlo Therapeutics Inc.)

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder's ’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in the proportion to that the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, hereto bears to purchase the aggregate maximum number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of all Option Shares to be sold on such Delivery Date among the Selling Shareholders as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.2

Appears in 1 contract

Samples: Underwriting Agreement (Avago Technologies LTD)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder Shareholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's ’s name in Schedule 2 II hereto, severally and not jointly. Such option is options are exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 II hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such the applicable Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased is $[●] per share (less, in the case of any Option Shares, an amount per share equal to any dividends or distributions declared by the Underwriters shall be $- per shareCompany and payable on the Firm Shares but not payable on the Option Shares). The Company and the Selling Shareholders shall are not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Letter Agreement (ZIM Integrated Shipping Services Ltd.)

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder Stockholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 II hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder Stockholder, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder Stockholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder Stockholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's Stockholder’s name in Schedule 2 II hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares Stock than the number of Firm Shares in the offering and as set forth in Section 5 3 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- [•] per share. The Company and the Selling Shareholders Stockholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Biote Corp.)

Purchase of the Shares by the Underwriters. On a) The Company agrees to issue and sell the Shares to the several Underwriters as provided in this Agreement, and each Underwriter, on the basis of the representations representations, warranties and warranties contained in, agreements set forth herein and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 heretoherein, agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Shares set forth opposite such Underwriter's name in Schedule 1 hereto at a price per share of $ (the "Purchase Price"). The public offering price of the Shares is not in excess of the price recommended by Credit Suisse First Boston LLC, acting as a "qualified independent underwriter" within the meaning of Rule 2720 of the Rules of Conduct of the National Association of Securities Dealers, Inc. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, and each on the basis of the Underwritersrepresentations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall have the option to purchase, severally and not jointly, agrees from the Company the Option Shares at the Purchase Price. If any Option Shares are to purchase be purchased, the number of Firm Option Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each to be purchased by each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Option Shares which bears the same ratio to be sold by the Company and by each Selling Shareholder aggregate number of Option Shares being purchased as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total hereto (or such number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and increased as set forth in Section 5 9 hereof. Any such election to purchase Option Shares shall be made in proportion ) bears to the maximum aggregate number of Option Underwritten Shares to be sold being purchased from the Company by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreesseveral Underwriters, severally and not jointlysubject, to purchase the number of Option Shares (subject however, to such adjustments to eliminate any fractional shares Shares as the Representatives in their sole discretion shall make. The Underwriters may determineexercise the option to purchase the Option Shares at any time (but not more than twice) that bears on or before the same proportion thirtieth day following the date of this Agreement, by written notice from the Representatives to the total 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 sold on such Delivery Date delivered and paid for which may be the same date and time as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders Closing Date (as hereinafter defined) but shall not be obligated 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 9 hereof). Any such notice shall be given at least two business days prior to deliver any the date and time of the 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 hereindelivery specified therein.

Appears in 1 contract

Samples: Myogen Inc

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 5,312,500 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 heretohereto plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder Company, that number of the Firm Shares that represents the same proportion of the number of the Firm Shares to be sold by the Company and by each Selling Shareholder as the number of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 plus any additional amount of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional sharesShares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to an 796,875 additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is options are exercisable only for the purpose of covering overallotments made in connection with the event that offering and distribution of the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares Shares as the Representatives Representative may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any purchased by the Underwriters shall be $77.40 per Share. The price of the Option Shares purchased by the Underwriters shall be $- 77.40 per shareShare, except that in the event the Underwriters purchase Option Shares after the Initial Delivery Date, the price of such Option Shares shall be the price of the Firm Shares less an amount per Share equal to such dividend for which the dividend record date occurred on the Initial Delivery Date. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Macquarie Infrastructure Co LLC)

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Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of 20,000,000 shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number 3,000,000 shares of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- 18.47 per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Northeast Utilities

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each (a) The Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 heretoStockholders agree, severally and not jointly, to sell the Shares to the several UnderwritersUnderwriters as provided in this Agreement, and each Underwriter, on the basis of the Underwritersrepresentations, warranties and agreements set forth herein and subject to the conditions set forth herein, agrees, severally and not jointly, agrees to purchase from each of the Selling Stockholders at a purchase price per share of $20.75 (the “Purchase Price”) the number of Firm Underwritten Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each Underwriter shall (to be obligated adjusted by you so as to purchase from eliminate fractional shares) determined by multiplying the Company and from each Selling Shareholder that aggregate number of Firm Shares that represents the same proportion of the number of Firm Underwritten Shares to be sold by each of the Company and Selling Stockholders as set forth opposite their respective names in Schedule II hereto by each Selling Shareholder as a fraction, the numerator of which is the aggregate number of Firm Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 represents I hereto and the denominator of which is the total aggregate number of Firm Underwritten Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of from all the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determineSelling Stockholders hereunder. In addition, the Company grants agrees to sell the Option Shares to the several Underwriters an and the Underwriters shall have the option to purchase at their election up to an additional 700,000 520,527 Option Shares at the Purchase Price. The Underwriters, on the basis of the representations and each Selling Shareholder grants warranties and agreements herein contained and subject to the Underwriters an conditions set forth herein, shall have the option to purchase up to from the Company at the Purchase Price that portion of the number of Option Shares set forth opposite as to which such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in proportion to by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to be sold by the Company and each Selling Shareholder purchase, as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears in Schedule I hereto, and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The Underwriters may exercise the option to purchase the Option Shares at any time and from time to time on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the total Company. Such notice shall set forth the aggregate number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by as to which the Underwriters shall be $- per share. The Company option is being exercised and the Selling Shareholders 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 obligated 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 12 hereof). Any such notice shall be given at least two Business Days prior to deliver any the date and time of the 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 hereindelivery specified therein.

Appears in 1 contract

Samples: Schawk Inc

Purchase of the Shares by the Underwriters. On (a) Each Selling Stockholder agrees, severally and not jointly, to sell the Underwritten Shares 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 each Selling Stockholder at a price per share of $17.2377 (the “Purchase Price”) the number of Underwritten Shares (to be adjusted by you so as to eliminate fractional shares) determined by multiplying the aggregate number of Underwritten Shares to be sold by such Selling Stockholder as set forth opposite their respective names in Schedule 2 hereto by a fraction, the numerator of which is the aggregate number of Underwritten Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule 1 hereto and the denominator of which is the aggregate number of Underwritten Shares to be purchased by all the Underwriters from all the Selling Stockholders hereunder. In addition, the Option Selling Stockholder agrees to sell the Option Shares to the several Underwriters and the Underwriters shall have the option to purchase at their election all or any portion of the Option Shares at the Purchase Price. The Underwriters, on the basis of the representations and warranties and agreements herein contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 heretoherein, shall have the option to purchase, severally and not jointly, to from the several Underwriters, and each Option Selling Stockholder all or any portion of the UnderwritersOption Shares at the Purchase Price. If any Option Shares are to be purchased, severally and not jointly, agrees to purchase the number of Firm Option Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each to be purchased by each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Option Shares which bears the same ratio to be sold by the Company and by each Selling Shareholder aggregate number of Option Shares being purchased as the number of Firm Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total hereto (or such number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and increased as set forth in Section 5 12 hereof. Any such election to purchase Option Shares shall be made in proportion ) bears to the maximum aggregate number of Option Underwritten Shares to be sold being purchased from the Selling Stockholders by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreesseveral Underwriters, severally and not jointlysubject, to purchase the number of Option Shares (subject however, to such adjustments to eliminate any fractional shares Shares as the Representatives in their sole discretion shall make. The Underwriters may determine) that bears exercise the same proportion option to purchase the Option Shares at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from the Representatives to the total Company and the Option Selling Stockholder. 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 sold on such Delivery Date delivered and paid for which may be the same date and time as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- per share. The Company and the Selling Shareholders Closing Date (as hereinafter defined) but shall not be obligated 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 12 hereof). Any such notice shall be given at least two Business Days prior to deliver any the date and time of the 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 hereindelivery specified therein.

Appears in 1 contract

Samples: Concho Resources Inc

Purchase of the Shares by the Underwriters. 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 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of shares of the Firm Shares that represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and by each Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder's ’s name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any such election to purchase Option Shares shall be made in the proportion to that the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto bears to the aggregate maximum number of all Option Shares to be sold among the Selling Shareholders as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of shares of Option Shares to be sold on such Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- 27.25 per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Avago Technologies LTD)

Purchase of the Shares by the Underwriters. 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 6,300,000 20,000,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder Company, that number of the Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of the total number of the Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 3,000,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- 11.25 per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Republic Property Trust)

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the 4,250,000 Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of 637,500 additional Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereofShares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 heretoShareholder. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives Underwriters may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased by the Underwriters shall be is $- 20.17 per share. The Company and the Selling Shareholders shall Shareholder is not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kornit Digital Ltd.)

Purchase of the Shares by the Underwriters. 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 6,300,000 5,000,000 Firm Shares and each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's name in Schedule 1 hereto. Each Except as provided in Section 9 hereof, each Underwriter shall be obligated to purchase from the Company and from each Selling Shareholder that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 750,000 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointlyShares. Such option is exercisable in the event that the Underwriters sell more shares of Common Firm Shares than the number of Firm Shares in the offering and as set forth in Section 5 4 hereof. Any such election to purchase Option Shares shall be made Except as provided in proportion to the maximum number of Option Shares to be sold by the Company and Section 9 hereof, each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $- $ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Saifun Semiconductors Ltd.

Purchase of the Shares by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 6,300,000 Firm 1,940,000 Shares to the several Underwriters and each the Selling Shareholder agrees to sell the number of shares of the Firm 705,953 Shares set forth opposite its name in Schedule 2 hereto, severally and not jointly, to the several Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of Firm Shares set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company Company, and from each the Selling Shareholder Shareholder, acting severally and not jointly, that number of Firm Shares that represents the same proportion of the number of Firm Shares to be sold by the Company and by each the Selling Shareholder as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to the total number of Firm Shares to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Shares shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the Underwriters an option to purchase up to an additional 700,000 396,892 Option Shares and each Selling Shareholder grants to the Underwriters an option to purchase up to the number of Option Shares set forth opposite such Selling Shareholder's name in Schedule 2 hereto, severally and not jointly. Such option is exercisable in the event that the Underwriters sell more shares of Common Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereofShares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 heretoCompany. Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Option Shares to be sold on such Delivery Date as the number of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased by the Underwriters shall be is $- 145.7150 per share. The Company and the Selling Shareholders shall Shareholder are not be obligated to deliver any of the 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.

Appears in 1 contract

Samples: Underwriting Agreement (Kornit Digital Ltd.)

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