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 21,500,000 shares of the 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 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of 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 proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 2 contracts

Samples: Underwriting Agreement (Avago Technologies LTD), Underwriting Agreement (Avago Technologies LTD)

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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, (i) the Company agrees to sell 21,500,000 shares 3,000,000 Firm Shares to the several Underwriters, (ii) each of the 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 heretoShareholders agrees, severally and not jointly, to sell to the several UnderwritersUnderwriters the number of Firm Shares set forth next to such Selling Shareholder's name on Schedule 2 hereto, and (iii) 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 , plus any additional number of Firm Shares which such Underwriter shall be may become 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 the provisions of Section 9 of 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, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each of the Selling Shareholder grants Shareholders listed in Schedule 2 hereto as selling Option Shares, respectively, grant, severally and not jointly, 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 on Schedule 2 hereto, severally and not jointly. Such options are exercisable option is granted for the purpose of covering over-allotments in the event that sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased severally for the account of the Underwriters sell more shares of Ordinary Shares than in proportion to the number of Firm Shares in the offering and as set forth opposite the name of such Underwriters in Section 5 hereofSchedule 1 hereto. Any such election To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares shall be made in proportion to the maximum number of shares of Option Shares to be sold by the Company and from each Selling Shareholder as set forth listed in Schedule 2 hereto initially as selling Option Shares in the same proportion that the number of Option Shares offered by such Selling Shareholder bears to the total number of Option Shares offered by the Selling Shareholders hereunder. The respective purchase obligations of each Underwriter with respect to the Option Shares to shall be sold adjusted by the Company and then among the Selling Shareholders in proportion Representatives so that no Underwriter shall be obligated to the maximum number of shares of purchase Option Shares to be sold by each Selling Shareholder as set forth other than 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 Shares100 share amounts. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ [____] per share. The Neither the Company and the nor any Selling Shareholders Shareholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment to such party for all such the Shares to be purchased from such party on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Given Imaging LTD), Underwriting Agreement (Given Imaging LTD)

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company and the Selling Securityholders agrees to issue and sell the Firm Shares to the several Underwriters, each Selling Securityholder agrees to sell 21,500,000 shares of to the Firm Shares and each Selling Shareholder agrees to sell several Underwriters the number of shares Firm Shares set forth in Schedule B opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of Firm Shares set forth opposite its name in on Schedule 2 heretoA, severally plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Company and not jointly, the Selling Securityholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the several Underwriters, Company and each of the Underwriters, severally and not jointly, agrees Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the 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 shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares shares to be sold by each of the Company and by each the Selling Shareholder Securityholders pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, 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 name in Schedule 2 hereto, Underwriter is contracting severally and not jointly. Such options are exercisable ; except as provided in paragraphs (b) and (c) of this Section 3, the event that agreement of each Underwriter is to purchase only the Underwriters sell more shares of Ordinary Shares than the respective number of Firm Shares in specified on Schedule A. (b) If for any reason one or more of the offering and as set forth in Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 5 10 hereof. Any such election ) to purchase Option Shares shall be made in proportion to and pay for the maximum number of shares of Option Shares agreed to be sold purchased by such Underwriter or Underwriters, the Company non-defaulting Underwriters shall have the right within twenty four (24) hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and each Selling Shareholder as such purchasing Underwriter or Underwriters and upon the terms herein set forth in Schedule 2 hereto initially forth, all or any part of the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to the Option all such Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreesportion, severally and not jointly, to purchase the number of shares of Option Shares (subject which each non defaulting Underwriter is otherwise obligated 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 purchase under this Agreement shall be $[ ] per share. The Company automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining shares and portion which the Selling Shareholders defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to deliver any purchase the Shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds ten percent (10%) of the Firm total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Option Shares Underwriters agreed to be delivered on the applicable Delivery Date, except upon payment for all such Shares to purchase shall not be purchased on such Delivery Date as provided herein.or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to

Appears in 1 contract

Samples: Underwriting Agreement (New Era of Networks 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 21,500,000 [—] shares of the 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 name in Schedule 1 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [—] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of shares 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 share. 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 (ReWalk Robotics 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 21,500,000 shares of the 2,000,000 Firm Shares to the several Underwriters and each Selling Shareholder Shareholder, acting severally and not jointly, 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 shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each the Selling ShareholderShareholders, acting severally and not jointly, 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 the Selling Shareholder Shareholders as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 300,000 additional Option Shares set forth opposite such and the Selling Shareholder’s name in Schedule 2 heretoShareholders, acting severally and not jointly. Such options are exercisable in the event that , grant to the Underwriters sell more shares of Ordinary Shares than the number of Firm Shares in the offering and as set forth in Section 5 hereofan option to purchase up to 825,000 additional Option Shares. Any such election to purchase Option Shares shall be made in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoShareholders, acting severally and not jointly. 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 $[ ] 15.675 per share. 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 (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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’s 's name in Schedule 1 hereto. Each , plus any additional number of Firm Shares which such Underwriter shall be may become 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 the provisions of Section 9 of 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, on the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, each of the Selling Shareholder grants Shareholders, respectively, grant, severally and not jointly, to the Underwriters an option to purchase Option Shares from the Company and, in the case of each Selling Shareholder, up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s 's name in on Schedule 2 hereto, severally and not jointly. Such options are exercisable option is granted for the purpose of covering over-allotments in the event that sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased severally for the account of the Underwriters sell more shares of Ordinary Shares than in proportion to the number of Firm Shares in the offering and as set forth opposite the name of such Underwriters in Section 5 hereofSchedule 1 hereto. Any such election To the extent that the Underwriters exercise the option to purchase fewer than the total number of Option Shares offered hereunder, the Underwriters shall purchase Option Shares shall be made from each Selling Shareholder in the same proportion to that the maximum number of shares of Option Shares offered by such Selling Shareholder bears to be sold the total number of Option Shares offered by the Company and Selling Shareholders hereunder. The respective purchase obligations of each Selling Shareholder as set forth in Schedule 2 hereto initially Underwriter with respect to the Option Shares to shall be sold adjusted by the Company and then among the Selling Shareholders in proportion Representatives so that no Underwriter shall be obligated to the maximum number of shares of purchase Option Shares to be sold by each Selling Shareholder as set forth other than 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 Shares100 share amounts. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ [_____] per share. The Neither the Company and the nor any Selling Shareholders Shareholder shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable any Delivery DateDate (as hereinafter defined), except upon payment to such party for all such the Shares to be purchased from such party on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Given Imaging 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 21,500,000 shares of the 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of additional shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ ] $ 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 (First Interstate Bancsystem 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 3,000,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I 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 $[ ] 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 and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the [●] 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 shares of the 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, Company that number of shares of the Firm Shares that which 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 between the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to [●] Option Shares. Such option is granted solely for the number purpose of shares covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, shall be purchased severally and not jointly. Such options are exercisable in for the event that account of the Underwriters sell more shares of Ordinary Shares than in proportion to 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 SharesUnderwriters in Schedule 1 hereto. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ US$[●] 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 First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Wireless 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 21,500,000 shares of the 6,000,000 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 shares of the Firm Shares set forth opposite that Underwriter’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 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 900,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The purchase price of payable by the Underwriters for both the Firm Shares and any Option Shares purchased is $7.99 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 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 (Magic Software Enterprises 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 21,500,000 shares of the Firm 4,340,000 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 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 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 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 651,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoCompany. 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 $[ ] 26.125 per share. 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 (Kornit Digital 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 21,500,000 [●] shares of the 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 name in Schedule 1 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of [●] additional shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of shares 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 share. 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 (InMode 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 21,500,000 shares of the [•] 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [•] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ [•] 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 (Chatham Lodging Trust)

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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 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 all Option Shares to be sold on such Delivery Date among the Selling Shareholders 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 $[ ] 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 and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the 3,500,000 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 525,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ ] 29.575 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. 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 (Chatham Lodging 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 1,750,500 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 21,500,000 [ ] shares of the Firm Shares Shares, and each Selling Shareholder Stockholder hereby agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 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 SCHEDULE 1 hereto. Each Underwriter shall be obligated to purchase from the Company, Company and from each Selling Shareholder, Stockholder that number of shares Firm Shares obtained by multiplying [INSERT NUMBER OF FIRM SHARES TO BE SOLD BY COMPANY] Firm Shares, in the case of the Firm Shares that represents the same proportion of Company, and the number of shares of the Firm Shares to be sold set forth opposite the name of such Selling Stockholder in SCHEDULE 2 hereto, in the case of a Selling Stockholder, in each case by a fraction the Company and by each Selling Shareholder as numerator of which is the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE 1 represents hereto and the denominator of which is the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this AgreementShares. 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 [ ] shares of Option Shares[, and each Selling Shareholder Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling Shareholder’s its name in Schedule SCHEDULE 2 hereto, severally and not jointly]. Such options are exercisable option is granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Ordinary Shares than the number sale of Firm Shares in the offering and is exercisable as set forth provided in Section 5 hereof. Any such election to purchase Shares of Option Shares shall be made purchased severally for the account of the Underwriters in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Underwriters in SCHEDULE 1 hereto. [If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from the Company and each of the Selling Stockholders on a pro rata basis, based on the proportion of the total Option Shares offered by the Company or such Selling Stockholder, as the case may be.] The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm SharesOption Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. 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 any Delivery Date, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Hittite Microwave Corp)

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 21,500,000 shares of the _______ 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 shall purchase the that 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, 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 options are exercisable in the event that the Underwriters sell more shares of Ordinary Firm 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 Except as provided in proportion to the maximum number of shares of Option Shares to be sold by the Company and Section 11 hereof, each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] __________ per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Firm Shares or or, in the case of the Selling Shareholders, Option Shares Shares, each 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 (Saifun Semiconductors 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 21,500,000 shares of the 7,500,000 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, each the Selling Shareholder grants Shareholders grant to the Underwriters an option to purchase up to the number of shares of 1,125,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are exercisable in the event that the Underwriters sell more shares of 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 proportion to the The maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as upon exercise of such option is set forth opposite such Selling Shareholder's name in Schedule 2 hereto. Each Underwriter agrees, severally Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Shares and not jointly, to purchase the number of shares of is exercisable as provided in Section 5 hereof. Option Shares (subject to such adjustments to eliminate fractional shares as shall be purchased severally for the Representatives may determine) that bears account of the same Underwriters in 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 opposite the names of such Underwriters in Schedule 1 hereto opposite the name hereto. The respective purchase obligations of such each Underwriter bears with respect to the total number of shares of Firm SharesOption Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 Share amounts. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ ] _____ per shareShare. The Neither the Company and nor the Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares to be delivered on the applicable First Delivery Date or the Second Delivery Date, as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Atp Oil & Gas Corp)

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 21,500,000 2,000,000 shares of the Firm Shares and each to the several Underwriters, the Selling Shareholder Securityholder agrees to sell the number of 250,000 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, Underwriters agrees to purchase from the Company and the Selling Securityholder the respective aggregate number of shares of the Firm Shares set forth opposite that Underwriter’s its name in on Schedule 1 heretoA, plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. Each Underwriter The price at which such Firm Shares shall be obligated sold by the Company and purchased by the several Underwriters shall be $______ per share. The obligation of each Underwriter to the Company and the Selling Securityholder shall be to purchase from the Company, Company and from each the Selling Shareholder, Securityholder that number of shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Securityholder pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, 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 name in Schedule 2 hereto, Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified on Schedule A. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 11 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholder shall immediately give notice thereof to you and the non-defaulting Underwriters shall have the right within twenty-four (24) hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and upon the terms herein set forth, all or any part of the Shares which such defaulting Underwriter or Underwriters agreed to purchase. Such options are exercisable If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares, the number of Shares which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining Shares which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholder shall have the right, within twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholder shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the event that Registration Statement, the Prospectus or any other documents or arrangements may be made. If the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company and the Selling Securityholder shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholder to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholder. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Securityholder grant an option to the several Underwriters to purchase all or any portion of the Option Shares at the same price per share as the Underwriters shall pay for the Firm Shares. The maximum number of the Option Shares which each of the Company and Selling Securityholder agree to sell upon the exercise of such option is set forth opposite their respective names in Schedule C hereto. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time (but not more shares than once) on or before the 30th day after the date of Ordinary this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of the Option Shares as to which the several Underwriters are exercising the option. If the Underwriters elect to purchase less than all of the Option Shares, the Underwriters shall purchase Option Shares from the Company and the Selling Securityholder pro rata based on the number of Firm Shares in being sold by each. Delivery of certificates for the offering Option Shares, and payment therefor, shall be made as set forth provided in Section 5 hereof. Any Each Underwriter will purchase such election to purchase percentage of the Option Shares shall be made in proportion as is equal to the maximum percentage of Firm Shares that such Underwriter is purchasing, the exact number of shares of Option Shares to be sold adjusted by the Company and each Selling Shareholder you in such manner as set forth in Schedule 2 hereto initially with respect you deem advisable to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 avoid 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 $[ ] 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 hereinshares.

Appears in 1 contract

Samples: Underwriting Agreement (Minimed 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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect bears to the aggregate maximum number of all Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 32.85 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. A. On the basis of the representations and warranties contained inand covenants herein contained, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees shall issue and sell the Company Shares to the several Underwriters, the Selling Securityholder shall sell 21,500,000 shares to the several Underwriters the Selling Securityholder Shares, and each of the Firm Shares Underwriters shall purchase from the Company and each the Selling Shareholder agrees to sell Securityholder the respective aggregate number of shares of the Firm Shares set forth opposite its name in on Schedule 2 heretoA, severally plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 2(b) hereof. The price at which such Firm Shares shall be sold by the Company and not jointly, the Selling Securityholder and purchased by the several Underwriters shall be [ ] per share. The obligation of each Underwriter to the several Underwriters, Company and each of the Underwriters, severally and not jointly, agrees Selling Securityholder shall be to purchase from the Company and the Selling Securityholder that number of shares of the 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 shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Securityholder pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, 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 name in Schedule 2 hereto, Underwriter is contracting severally and not jointly. Such options are exercisable ; except as provided in paragraphs B. and C. of this Section II, the event that agreement of each Underwriter is to purchase only the Underwriters sell more shares of Ordinary Shares than the respective number of Firm Shares in specified on Schedule A. B. If for any reason one or more of the offering and as set forth in Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 5 (IX hereof. Any such election ) to purchase Option Shares shall be made in proportion to and pay for the maximum number of shares of Option Shares agreed to be sold purchased by such Underwriter or Underwriters, the Company non-defaulting Underwriters shall have the right within twenty-four (24) hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and each Selling Shareholder as such purchasing Underwriter or Underwriters and upon the terms herein set forth in Schedule 2 hereto initially forth, all or any part of the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to the Option all such Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreesportion, severally and not jointly, to purchase the number of shares of Option Shares (subject which each non-defaulting Underwriter is otherwise obligated 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 purchase under this Agreement shall be $[ ] per share. The Company automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining shares and portion which the Selling Shareholders defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to deliver any purchase the Shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the Firm total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Option Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company, on behalf of itself and the Selling Securityholder, shall have the right, within twenty-four (24) hours next succeeding the twenty-four (24) hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares to be delivered and portion on the applicable Delivery Date, except upon payment for all such Shares to be purchased on such Delivery Date as provided herein.terms herein set forth. In any

Appears in 1 contract

Samples: Underwriting Agreement (Digene Corp)

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 21,500,000 21,830,000 shares of the 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 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of [•] additional shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares Common 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 (or such number increased pursuant to Section 9 hereof) 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 $[ ] 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 (Sandridge Energy 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 3,000,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I 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 $[ ] 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 and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the · 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 shares of the 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to · Option Shares. Such option is granted for the number purpose of shares covering over-allotments in the sale of Firm Shares and are exercisable as provided in Section 4 hereof. The Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, shall be purchased severally and not jointly. Such options are exercisable in for the event that account of the Underwriters sell more shares of Ordinary Shares than in proportion to the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any opposite the name of such election to purchase Option Shares shall be made in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth Underwriters in Schedule 2 hereto initially 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares to shall be sold adjusted by the Company and then among the Selling Shareholders in proportion Representative so that no Underwriter shall be obligated to the maximum number of shares of purchase Option Shares to be sold by each Selling Shareholder as set forth other than 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 Shares100 share amounts. 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 any Delivery DateDate (as hereinafter defined), except upon payment to such party for all such the Shares to be purchased from such party on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chipmos Technologies Bermuda 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 issue and sell 21,500,000 shares of the Firm Shares and to each Selling Shareholder agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 2 heretoUnderwriter, severally and not jointly, to the several Underwriters, and each of the UnderwritersUnderwriter, severally and not jointly, agrees to purchase from the Company, at the price per share set forth below, the number of shares of the 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 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 I opposite the name of such Underwriter in Schedule 1 represents of the total Underwriter, plus any additional number of shares of the Firm Shares which such Underwriter may become obligated to be purchased by all of the Underwriters purchase pursuant to this Agreement. The respective purchase obligations the provisions of the Underwriters with respect Section 10 hereof, subject, in each case, to the Firm Shares shall be rounded such adjustments among the Underwriters to avoid fractional shares, as the Representatives may determinein their sole discretion shall make to eliminate any sales or purchases of fractional shares. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number an aggregate of shares of 2,500,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 the Underwriter bears to the total number of shares of Firm Shares. The purchase price per share of Common Stock payable by the Underwriters for both the Firm Shares and any Option Shares purchased by the Underwriters shall be is $[ ] 14.268750 per share. 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 (Fulton Financial Corp)

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 21,500,000 shares of the Firm Shares and to the several Underwriters, each Selling Shareholder Securityholder agrees to sell to the several Underwriters the number of shares Firm Shares set forth in Schedule B opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of Firm Shares set forth opposite its name in Schedule 2 heretoon SCHEDULE A, severally plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Company and not jointly, the Selling Securityholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the several Underwriters, Company and each of the Underwriters, severally and not jointly, agrees Selling Securityholders shall be to purchase from the Company and the Selling Securityholders that number of shares of the 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 shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Securityholders pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, 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 name in Schedule 2 hereto, Underwriter is contracting severally and not jointly. Such options are exercisable ; except as provided in paragraphs (b) and (c) of this Section 3, the event that agreement of each Underwriter is to purchase only the Underwriters sell more shares of Ordinary Shares than the respective number of Firm Shares specified on SCHEDULE A. (b) If for any reason one or more of the Underwriters shall fail or refuse (otherwise than for a reason sufficient to justify the termination of this Agreement under the provisions of Section 11 hereof) to purchase and pay for the number of Shares agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you and the non-defaulting Underwriters shall have the right within twenty-four (24) hours after such default to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the terms herein set forth, all or any part of the Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such Shares and portion, the number of Shares which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis (as adjusted by you in such manner as you deem advisable to avoid fractional shares) to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; provided, however, that the non-defaulting Underwriters shall not be obligated to purchase the Shares and portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within twenty-four (24) hours next succeeding the 24-hour period referred to above, to make arrangements with other underwriters or purchasers reasonably satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as provided in Section 5 hereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to said Section 5 in order that any necessary changes in the offering Registration Statement, the Prospectus or any other documents or arrangements may be made. If the aggregate number of Shares which the defaulting Underwriter or Underwriters agreed to purchase exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder, and if neither the non-defaulting Underwriters nor the Company and the Selling Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any non-defaulting Underwriter to the Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to the terms and conditions herein set forth, the Company and the Selling Securityholders grant an option to the several Underwriters to purchase all or any portion of the Option Shares from the Company and the Selling Securityholders at the same price per share as set the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters 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 telegraphic notice by you to the Company setting forth the aggregate number of the Option Shares as to which the several Underwriters are exercising the option. Delivery of certificates for the Option Shares, and payment therefor, shall be made as provided in Section 5 hereof. Any Each Underwriter will purchase such election to purchase Option Shares shall be made in proportion to the maximum number percentage of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by from the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] per share. The Company and the Selling Shareholders shall not be obligated Securityholders as is equal to deliver any the percentage of the Firm Shares or Option Shares that such Underwriter is purchasing from the Company and the Selling Securityholders, the exact number of shares to be delivered on the applicable Delivery Date, except upon payment for all adjusted by you in such Shares manner as you deem advisable to be purchased on such Delivery Date as provided hereinavoid fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Advanced Energy Industries 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 21,500,000 shares of 2,388,268 Shares to the Firm Shares several Underwriters and each the Selling Shareholder agrees to sell the number of shares of the Firm 1,689,942 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 name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each the Selling Shareholder, acting severally and not jointly, 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 the Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 611,731 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoCompany. 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 $[ ] 54.24 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.)

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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect bears to the aggregate maximum number of all Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling ShareholderStockholder, 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 Stockholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I 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, each Selling Shareholder Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling ShareholderStockholder’s name in Schedule 2 II hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares Common 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I 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 $[ [•] 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 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 21,500,000 shares to each of the 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 heretoUnderwriters, 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 name in Schedule 1 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [ ] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares of Firm Shares. The purchase price of both payable by the Underwriters for the Firm Shares and any Option Shares purchased by the Underwriters shall be is $[ ] per shareshare and for any Option Share is such purchase price less the amount of any distribution payable with respect to Firm Shares but not payable with respect to the Option Shares (for the avoidance of doubt, this language is meant to address the theoretical situation where the Firm Shares are entitled to a dividend but the Option Shares settled after the related record date, in which event the Underwriters will remit the amount of such dividend to holders of such Option Shares). 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 (Fortress Transportation & Infrastructure Investors LLC)

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 21,500,000 shares of the 5,700,000 Firm Shares to the several Underwriters 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 900,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are exercisable in the event that the Underwriters sell more shares of 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 proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 $[ ] 8.93 per share. The Subject to Section 11(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 21,500,000 shares of the 13,500,000 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 heretoat $6.288 per share, severally and not jointly, to the several Underwriters, 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 name in Schedule 1 hereto. Each , together with any additional number of Shares that such Underwriter shall be may become 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 Agreementthe provisions of Section 9 hereof. 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 2,025,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 heretoat $6.288 per share, severally less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not jointlypayable on the Option Shares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

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 21,500,000 shares of the 3,500,000 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 shares of the 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, Company that number of shares of the Firm Shares that which 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 between the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to 525,000 Option Shares. Such option is granted solely for the number purpose of shares covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 4 hereof. Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, shall be purchased severally and not jointly. Such options are exercisable in for the event that account of the Underwriters sell more shares of Ordinary Shares than in proportion to 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 SharesUnderwriters in Schedule 1 hereto. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ ] US$22.40 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 First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Wireless 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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect bears to the aggregate maximum number of all Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the 3,350,000 Firm Shares and each the Selling Shareholder agrees Stockholders agree to sell the number an aggregate of shares of the 250,000 Firm Shares Shares, as set forth opposite its such Selling Stockholder's 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 appearing opposite that Underwriter’s 's name in Schedule 1 hereto1. Each Underwriter shall be obligated to purchase from the Company, and from each Selling ShareholderStockholder, that number of shares of the Firm Shares that which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company Company, and by each Selling Shareholder Stockholder, 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, each Selling Shareholder the Company hereby grants to the Underwriters an option to purchase up to the number of shares of 150,000 Option Shares and the Selling Stockholders hereby grant to the Underwriters an option to purchase up to an aggregate of 390,000 Option Shares, as set forth opposite such Selling Shareholder’s Stockholder's name in Schedule 2 attached hereto, severally and not jointly. Such options are exercisable option is granted solely for the purpose of covering over-allotments in the event that sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares shall be purchased severally for the account of the Underwriters sell more shares of Ordinary Shares than in proportion to the number of Firm Shares in the offering and as set forth in Section 5 hereof. Any opposite the name of such election to purchase Option Shares shall be made in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth Underwriters in Schedule 2 hereto initially 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Shares to shall be sold adjusted by the Company and then among the Selling Shareholders in proportion Representatives so that no Underwriter shall be obligated to the maximum number of shares of purchase Option Shares to be sold by each Selling Shareholder as set forth other than 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 Shares100 share quantities. 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 First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such of the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Inverness Medical Technology Inc/De)

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 21,500,000 shares of the 3,842,222 Firm Shares and each Selling Shareholder hereby agrees to sell the number of shares of the Firm Shares set forth opposite its its, his or her 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 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 which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company Company, and by each Selling Shareholder 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 between the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to 600,000 Option Shares. Such option is granted solely for the number purpose of shares covering over-allotments in the sale of Firm Shares and is exercisable as provided in Section 5 hereof. Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, shall be purchased severally and not jointly. Such options are exercisable in for the event that account of the Underwriters sell more shares of Ordinary Shares than in proportion to 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 SharesUnderwriters in Schedule 1 hereto. 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 First Delivery DateDate or, in the case of the Company only, the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sierra Wireless 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 21,500,000 24,530,000 shares of the 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 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of 3,679,500 additional shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares Common 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 (or such number increased pursuant to Section 9 hereof) 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 $[ ] 24.44 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 (Sandridge Energy 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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, 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 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 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 sharesShares, as the Representatives Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 796,875 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such 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 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Shares as the Representatives Representative 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 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)

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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect bears to the aggregate maximum number of all Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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)

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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 21,500,000 shares of the [●] 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 name in Schedule 1 I 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. For the avoidance of doubt, each underwriter shall be liable only with respect to the shares that they agree to purchase as set forth in Schedule I hereto. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [●] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoCompany. 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 share. 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 (TuanChe 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I represents of to 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 Underwriters may determine. In addition, each the Selling Shareholder grants to the Underwriters an option to purchase up to the number of shares of 637,500 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoShareholder. 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 Underwriters 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 21,500,000 shares of the 6,000,000 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 shares of the 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 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 900,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 20.976 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. 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 (Chatham Lodging Trust)

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 21,500,000 shares 1,250,000 of the Firm Shares and to the several Underwriters, each Selling Shareholder Securityholder agrees to sell to the several Underwriters the number of shares the Firm Shares set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of Firm Shares set forth opposite its name in Schedule 2 hereto, severally I. The price at which such Firm Shares shall be sold by the Company and not jointly, the Selling Securityholders and purchased by the several Underwriters shall be $____ per share. The obligation of each Underwriter to the several Underwriters, Company 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 name in Schedule 1 hereto. Each Underwriter Selling Securityholders shall be obligated to purchase from the Company, Company and from each the Selling Shareholder, Securityholders that number of shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Securityholders pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, each Selling Shareholder grants to Underwriter is contracting severally and not jointly; except as provided in paragraphs (b) and (c) of this Section 3, the Underwriters an option agreement of each Underwriter is to purchase up to only the respective number of shares of Option the Firm Shares set forth opposite such Selling Shareholder’s name specified in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that I. (b) If for any reason one or more of the Underwriters sell more shares shall fail or refuse (otherwise than for a reason sufficient to justify the termination of Ordinary Shares than this Agreement under the provisions of Section 9 or 10 hereof) to purchase and pay for the number of Firm Shares agreed to be purchased by such Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other Underwriters to purchase, in such proportions as may be agreed upon between you and such purchasing Underwriter or Underwriters and upon the offering terms herein set forth, all or any part of Shares which such defaulting Underwriter or Underwriters agreed to purchase. If the non-defaulting Underwriters fail so to make such arrangements with respect to all such shares and portion, the number of Shares which each non-defaulting Underwriter is otherwise obligated to purchase under this Agreement shall be automatically increased on a pro rata basis to absorb the remaining shares and portion which the defaulting Underwriter or Underwriters agreed to purchase; PROVIDED, HOWEVER, that the nondefaulting Underwriters shall not be obligated to purchase the portion which the defaulting Underwriter or Underwriters agreed to purchase if the aggregate number of such Shares exceeds 10% of the total number of Shares which all Underwriters agreed to purchase hereunder. If the total number of Shares which the defaulting Underwriter or Underwriters agreed to purchase shall not be purchased or absorbed in accordance with the two preceding sentences, the Company and the Selling Securityholders shall have the right, within 24 hours next succeeding the 24-hour period above referred to, to make arrangements with other underwriters or purchasers satisfactory to you for purchase of such Shares and portion on the terms herein set forth. In any such case, either you or the Company and the Selling Securityholders shall have the right to postpone the Closing Date determined as set forth provided in Section 5 hereofhereof for not more than seven business days after the date originally fixed as the Closing Date pursuant to Section 5 in order that any necessary changes in the Registration Statement, the Prospectus or any other documents or arrangements may be made. Any such election to purchase Option Shares shall be made in proportion to If neither the maximum number of shares of Option Shares to be sold by non-defaulting Underwriters nor the Company and each the Selling Shareholder as set forth in Schedule 2 hereto initially with respect Securityholders shall make arrangements within the 24-hour periods stated above for the purchase of all of the Shares which the defaulting Underwriter or Underwriters agreed to purchase hereunder, this Agreement shall be terminated without further act or deed and without any liability on the part of the Company or the Selling Securityholders to any non-defaulting Underwriter and without any liability on the part of any nondefaulting Underwriter to the Option Shares Company or the Selling Securityholders. Nothing in this paragraph (b), and no action taken hereunder, shall relieve any defaulting Underwriter from liability in respect of any default of such Underwriter under this Agreement. (c) On the basis of the representations, warranties and covenants herein contained, and subject to be sold by the terms and conditions herein set forth, the Company and then among the Selling Shareholders in proportion Securityholders identified on Schedule II grant an option to the maximum number of shares of Option Shares several Underwriters to be sold by each Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreespurchase, severally and not jointly, up to purchase 322,500 Optional Shares from the Company and such Selling Securityholders at the same price per share as the Underwriters shall pay for the Firm Shares. Said option may be exercised only to cover over-allotments in the sale of the Firm Shares by the Underwriters and may be exercised in whole or in part at any time on or before the thirtieth day after the date of this Agreement upon written or telegraphic notice by you to the Company setting forth the aggregate number of shares Optional Shares as to which the several Underwriters are exercising the option. Delivery of Option certificates for the Optional Shares, and payment therefor, shall be made as provided in Section 5 hereof. The number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears be purchased by each Underwriter shall be the same proportion to percentage of 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 $[ ] 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 Optional Shares to be purchased on by the several Underwriters as such Delivery Date Underwriter is purchasing of the Firm Shares, as provided hereinadjusted by you in such manner as you deem advisable to avoid fractional shares.

Appears in 1 contract

Samples: Underwriting Agreement (Sano Corp)

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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’s '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, Company 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 750,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and Section 9 hereof, each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] $ 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 (Saifun Semiconductors Ltd.)

Purchase of the Shares by the Underwriters. (A) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees shall issue and sell the Company Shares to sell 21,500,000 shares of the Firm Shares and several Underwriters, each Selling Shareholder agrees shall sell to sell the several Underwriters the number of shares Selling Shareholder Shares set forth in Schedule B opposite the name of such Selling Shareholder, and each of the Underwriters shall purchase from the Company and Selling Shareholders the respective aggregate number of Firm Shares set forth opposite its name in on Schedule 2 heretoA, severally plus such additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to Section 3(b) hereof. The price at which such Firm Shares shall be sold by the Company and not jointly, purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the several Underwriters, Company and each of the Underwriters, severally and not jointly, agrees Selling Shareholders shall be to purchase from the Company and the Selling Shareholders that number of shares of the 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 shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Shareholders pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 A hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, 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 name in Schedule 2 hereto, Underwriter is contracting severally and not jointly. Such options are exercisable ; except as provided in paragraphs (b) and (c) of this Section 3, the event that agreement of each Underwriter is to purchase only the Underwriters sell more shares of Ordinary Shares than the respective number of Firm Shares specified on Schedule A. The certificates in negotiable form for 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 shares of Option Shares to be sold by the Company and each Selling Shareholders have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder as set forth agrees that the certificates for the Shares of such Selling Shareholder so held in Schedule 2 hereto initially with respect custody are subject to the Option interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each such Selling Shareholder as set forth in Schedule 2 hereto. Each Underwriter agreeshereunder, 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 $[ ] 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 (Seec 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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, 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, 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 name in Schedule 2 hereto, severally and not jointly. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect bears to the aggregate maximum number of all Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 31.95 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 21,500,000 shares of the [•] 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 name in Schedule 1 I 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [•] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 share. 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 (SMART Global Holdings, Inc.)

Purchase of the Shares by the Underwriters. (a) On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreementherein set forth, the Company agrees to issue and sell 21,500,000 shares 2,000,000 of the Firm Shares and to the several Underwriters, each Selling Shareholder Securityholder agrees to sell to the several Underwriters the number of shares the Firm Shares set forth in Schedule II opposite the name of such Selling Securityholder, and each of the Underwriters agrees to purchase from the Company and the Selling Securityholders the respective aggregate number of Firm Shares set forth opposite its name in Schedule 2 hereto, severally I. The price at which such Firm Shares shall be sold by the Company and not jointly, the Selling Securityholders and purchased by the several Underwriters shall be $_____ per share. The obligation of each Underwriter to the several Underwriters, Company 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 name in Schedule 1 hereto. Each Underwriter Selling Securityholders shall be obligated to purchase from the Company, Company and from each the Selling Shareholder, Securityholders that number of shares of the Firm Shares that which represents the same proportion of the total number of shares of the Firm Shares to be sold by each of the Company and by each the Selling Shareholder Securityholders pursuant to this Agreement as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I hereto 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 , as adjusted by you in such manner as you deem advisable to avoid fractional shares, as the Representatives may determine. In additionmaking this Agreement, each Selling Shareholder grants to Underwriter is contracting severally and not jointly; except as provided in Section 3(b) and (c), the Underwriters an option agreement of each Underwriter is to purchase up to only the respective number of shares of Option the Firm Shares set forth opposite such Selling Shareholder’s name specified in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that I. (b) If for any reason one or more of the Underwriters sell more shares shall fail or refuse (otherwise than for a reason sufficient to justify the termination of Ordinary Shares than this Agreement under the provisions of Section 9 or 10 hereof) to purchase and pay for 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 agreed to be purchased on by such Delivery Date as provided herein.Underwriter or Underwriters, the Company or the Selling Securityholders shall immediately give notice thereof to you, and the non-defaulting Underwriters shall have the right within 24 hours after the receipt by you of such notice to purchase, or procure one or more other

Appears in 1 contract

Samples: Underwriting Agreement (Physicians Speciality Corp)

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 21,500,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, Company 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of • additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ ] $ • per share. The Company and the Selling Shareholders shall not be obligated to deliver any of the Firm Shares or Option Shares 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 (Allot Communications 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 21,500,000 shares of the [●] 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 name in Schedule 1 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [●] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 share. 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 21,500,000 shares of the 32,000,000 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 heretoat $5.9136 per share, severally and not jointly, to the several Underwriters, 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 name in Schedule 1 hereto. Each , together with any additional number of Shares that such Underwriter shall be may become 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 Agreementthe provisions of Section 9 hereof. 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 4,800,000 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 heretoat $5.9136 per share, severally less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not jointlypayable on the Option Shares. Such options are option is exercisable in the event that the Underwriters sell more shares of 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] 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 First Delivery DateDate or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kite Realty Group Trust)

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 21,500,000 shares of the 3,250,000 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 487,500 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ ] 17.52425 per share; provided that the purchase price per share for any Option Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and paid or payable on the Firm Shares but not payable on such Option Shares. 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 (Chatham Lodging Trust)

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 21,500,000 3,300,000 shares of the Firm Shares Shares, and each Selling Shareholder hereby 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, Company and from each Selling Shareholder, that number of shares of the Firm Shares that which represents the same proportion of the number of shares of the Firm Shares to be sold by the Company and by each Selling Shareholder 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 400,000 shares of 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 his name in Schedule 2 hereto, severally and not jointly. Such options are exercisable option is granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Ordinary Shares than the number sale of Firm Shares in the offering and is exercisable as set forth provided in Section 5 hereof. Any such election to purchase Shares of Option Shares shall be made purchased severally for the account of the Underwriters in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Underwriters in Schedule 1 hereto. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from the Company and each of the Selling Shareholders on a pro rata basis, based on the proportion of the total Option Shares offered by the Company or such Selling Shareholder, as the case may be. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm SharesOption Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. 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 any Delivery DateDate (as hereinafter defined), except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cascade Microtech 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 21,500,000 2,700,000 shares of the Firm Shares Shares, and each Selling Shareholder Stockholder hereby agrees to sell the number of shares of the Firm Shares set forth opposite its name in Schedule 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 SCHEDULE 1 hereto. Each Underwriter shall be obligated to purchase from the Company, Company and from each Selling Shareholder, Stockholder that number of shares Firm Shares obtained by multiplying 2,700,000 Firm Shares, in the case of the Firm Shares that represents the same proportion of Company, and the number of shares of the Firm Shares to be sold set forth opposite the name of such Selling Stockholder in SCHEDULE 2 hereto, in the case of a Selling Stockholder, in each case by a fraction the Company and by each Selling Shareholder as numerator of which is the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE 1 represents hereto and the denominator of which is the total number of shares of the Firm Shares to be purchased by all of the Underwriters pursuant to this AgreementShares. 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of 675,000 shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are exercisable option is granted for the purpose of covering over-allotments in the event that the Underwriters sell more shares of Ordinary Shares than the number sale of Firm Shares in the offering and is exercisable as set forth provided in Section 5 hereof. Any such election to purchase Shares of Option Shares shall be made purchased severally for the account of the Underwriters in proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Underwriters in SCHEDULE 1 hereto. The respective purchase obligations of each Underwriter bears with respect to the total number of shares of Firm SharesOption Shares shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Shares other than in 100 share amounts. The price of both the Firm Shares and any Option Shares purchased by the Underwriters shall be $[ ] 15.81 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 any Delivery Date, except upon payment for all such the Shares to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Hittite Microwave Corp)

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 21,500,000 5,000,000 shares of the 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 name in Schedule 1 I 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of 750,000 additional shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares than the number of shares 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 $[ ] 13.02 per share. 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 (InMode 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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 4,057,500 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary Shares Common 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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 representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of 1,940,000 Shares to the Firm Shares 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 shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each the Selling Shareholder, acting severally and not jointly, 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 the Selling Shareholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I represents of to 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 396,892 Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 heretoCompany. 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 I hereto opposite the name of such Underwriter bears to the total number of shares 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.)

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 21,500,000 shares of the 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, Company and from each Selling Shareholder, 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 options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ ] - 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.)

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 21,500,000 20,000,000 shares of the 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 name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling Shareholder, Company 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of 3,000,000 shares of Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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: Underwriting Agreement (Northeast Utilities)

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 21,500,000 shares of the 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 shares of the Firm Shares set forth opposite that Underwriter’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 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 I represents of to 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, 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 name in Schedule 2 II hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of 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 proportion to the maximum number of shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 II 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 the applicable Delivery Date as the number of shares of Firm Shares set forth in Schedule 1 I hereto opposite the name of such Underwriter bears to the total number of shares 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: Underwriting Agreement (ZIM Integrated Shipping Services 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 21,500,000 shares of the 10,000,000 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 shares of the Firm Shares set forth opposite that Underwriter’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, 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 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 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 sharesShares, as the Representatives may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 1,500,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such 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 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 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 purchased by the Underwriters shall be $64.33875 per Share. The price of the Option Shares purchased by the Underwriters shall be $[ ] 64.33875 per shareShare, except that in the event the Underwriters purchase Option Shares after a dividend record date which occurs 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. 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)

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 21,500,000 shares of the [·] 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 shares of the Firm Shares set forth opposite that Underwriter’s name in Schedule 1 I hereto. Each Underwriter shall be obligated to purchase from the Company, and from each Selling ShareholderStockholder, 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 Stockholder as the number of shares of the Firm Shares set forth opposite the name of such Underwriter in Schedule 1 I 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 [·] additional Option Shares and each Selling Shareholder Stockholder grants to the Underwriters an option to purchase up to the number of shares of Option Shares set forth opposite such Selling ShareholderStockholder’s name in Schedule 2 II hereto, severally and not jointly. Such options are exercisable in the event that the Underwriters sell more shares of Ordinary Shares Common 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by each Selling Shareholder as set forth in Schedule 2 II 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 I 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 $[ ] 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 and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell 21,500,000 shares of the [•] 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 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, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of [•] additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 $[ [•] 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 (Chatham Lodging Trust)

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 21,500,000 shares of the 4,500,000 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 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 Representative may determine. In addition, each Selling Shareholder the Company grants to the Underwriters an option to purchase up to the number of shares of 675,000 additional Option Shares set forth opposite such Selling Shareholder’s name in Schedule 2 hereto, severally and not jointlyShares. Such options are option is exercisable in the event that the Underwriters sell more shares of Ordinary 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 shares of Option Shares to be sold by the Company and each Selling Shareholder as set forth in Schedule 2 hereto initially with respect to the Option Shares to be sold by the Company and then among the Selling Shareholders in proportion to the maximum number of shares of Option Shares to be sold by 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 Representative 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 $[ ] 15.61425 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 (Chatham Lodging Trust)

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