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

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 4 contracts

Samples: Underwriting Agreement (Maker Communications Inc), Underwriting Agreement (Ulticom Inc), Underwriting Agreement (Digitalwork Com Inc)

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Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 225,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 3 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Willis Lease Finance Corp), Underwriting Agreement (Willis Lease Finance Corp)

Purchase of the Stock 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 _______ [●] shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ [●] additional shares of Option Stock. Such option is granted for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (In8bio, Inc.), Underwriting Agreement (In8bio, Inc.)

Purchase of the Stock 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 _______ 4,120,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 (the "Option") to purchase up to _______ 618,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 13.02 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 2 contracts

Samples: Underwriting Agreement (Coinmach Corp), Underwriting Agreement (Coinmach Laundry Corp)

Purchase of the Stock by the Underwriters. On Subject to the terms and conditions and upon 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 _______ 20,750,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,031,212 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 3 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountslots. The price of both the Firm Stock and any Option Stock shall be $_____ 24.41 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject (a) Subject to the terms and conditions ofand upon the basis of the representations, this Agreementwarranties and agreements herein set forth, the Company agrees to issue and sell _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the UnderwritersUnderwriters agrees, severally and not jointly, agrees to purchase at a price of $[—] per share (a [—]% discount to the number of public offering price) the shares of the Firm Stock set forth opposite that such Underwriter's ’s name in Schedule 1 I attached hereto, subject to adjustment in accordance with Section 11 hereof. The respective purchase obligations Each Underwriter agrees, severally and not jointly, to offer the shares of the Underwriters with respect Firm Stock to the Firm Stock shall be rounded among public as set forth in the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Prospectus. (b) The Company hereby grants to the Underwriters Representative and its designees an option to purchase up to _______ shares of Option Stock. Such option is granted from the Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Stock, all or any portion of the Option Stock for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Stock and is exercisable as provided in Section 4 hereofbut not payable on any of the Option Stock. Shares of Option Stock shall be purchased severally from the Company for the account accounts of the several Underwriters in proportion to the number of shares of Firm Stock set forth opposite the such Underwriter’s name of such Underwriters in Schedule 1 I hereto. The , except that the respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase fractional Option Stock other than in 100 share amountsStock. The price of both the Firm Stock and any No Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of sold and delivered unless the Firm Stock to be delivered on any Delivery Date (as hereinafter defined)previously have been, as the case may beor simultaneously are, except upon payment for all the Stock to be purchased on such Delivery Date as provided hereinsold and delivered.

Appears in 1 contract

Samples: Underwriting Agreement (Orchid Island Capital, Inc.)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 585,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments options are exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 22.44 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trico Marine Services Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 6,500,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 975,000 additional shares of Option Stock. Such option is granted for In the purpose event that the Underwriters exercise such option, each Underwriter agrees, severally and not jointly, to purchase the number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 45.71875 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Post Holdings, Inc.)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Somera Communications Inc)

Purchase of the Stock 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 _______ 15,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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, the Company grants to the U.S. Underwriters an option to purchase up to _______ 2,250,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the U.S. Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such U.S. Underwriters in Schedule 1 hereto. The respective purchase obligations of each U.S. Underwriter with respect to the Option Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Peabody Energy Corp)

Purchase of the Stock 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 _______ 25,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,750,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 22.00275 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 the Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name respective names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 31.525 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (W&t Offshore Inc)

Purchase of the Stock 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 _______ 32,250,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants Selling Stockholders grant to the Underwriters an option to purchase up to _______ the number of shares of Option StockStock set opposite such Selling Stockholder's name in Schedule 1 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters Underwriter in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so such that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Worldspan Technologies Inc)

Purchase of the Stock 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 _______ 12,500,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,875,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Birch Telecom Inc /Mo)

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained inin Section 1, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 2,500,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 375,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Network Appliance Inc)

Purchase of the Stock 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 _______ 2,586,206 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 heretoI hereto at a purchase price of $5.452 per share (the “Purchase Price”). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 387,930 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for at the account of Purchase Price (subject to such adjustments to eliminate fractional shares as the Underwriters in Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price total number of both the shares of Firm Stock and any Option Stock shall be $_____ per shareStock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Fibrocell Science, Inc.)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Medical Staffing Network Holdings Inc)

Purchase of the Stock 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 _______ 5,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ an additional 750,000 shares of Option Common Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Chaus Bernard Inc)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.to

Appears in 1 contract

Samples: Underwriting Agreement (Healthcentral Com)

Purchase of the Stock 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 _______ 3,200,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 480,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 30.1625 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Indymac Bancorp Inc)

Purchase of the Stock 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 _______ 5,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 750,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Vina Technologies Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 6,500,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 975,000 additional shares of Option Stock. Such option is granted for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 9.165 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Trevena Inc)

Purchase of the Stock 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 _______ 17,620,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,956,607 shares of Company Option Stock, and each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to the number of shares of Selling Stockholder Option Stock set opposite such Selling Stockholder’s name in Schedule 2 hereto. Such option is granted for options are exercisable by the purpose of covering Underwriters solely to cover over-allotments allotments, if any, made by the Underwriters in connection with the sale of Firm Stock and is exercisable Offering as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 15.00 per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Syniverse Technologies Inc)

Purchase of the Stock 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 _______ 15,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 2,250,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 58.5338 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 6,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 heretoI hereto at a purchase price of $9.165 per share (the “Purchase Price”). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock 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 _______ 900,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for at the account of Purchase Price (subject to such adjustments to eliminate fractional shares as the Underwriters in Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price total number of both the shares of Firm Stock and any Option Stock shall be $_____ per shareStock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pacira Pharmaceuticals, Inc.)

Purchase of the Stock 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 _______ 8,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,200,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Inc)

Purchase of the Stock 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 _______ 2,500,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 375,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date (as hereinafter defined) as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pentegra Dental Group Inc)

Purchase of the Stock 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 _______ 38,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 5,700,000 additional shares of Option Stock. Such option is granted for exercisable to the purpose extent that the Underwriters sell more shares of covering over-allotments in Common Stock than the sale number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 7.64 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Colonial Bancgroup Inc)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Kohlberg Capital, LLC)

Purchase of the Stock 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 _______ 7,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,050,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $______ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Genometrix Inc)

Purchase of the Stock 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 _______ 11,538,462 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,730,769 shares of the Option Stock. Such option is options are granted for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sba Communications Corp)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $__________ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Webgain Inc)

Purchase of the Stock 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 _______ 12,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,800,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 22.08 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.)

Purchase of the Stock 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 _______ 2,843,374 shares of the Firm Stock and each Selling Shareholder hereby agrees to sell the number of shares of the Firm Stock set opposite the name of such Selling Shareholder in Schedule 2 hereto, to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 637,500 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $________ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Ulticom Inc)

Purchase of the Stock 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 _______ 3,500,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 525,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[_____ _] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Inventa Technologies Inc)

Purchase of the Stock 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 [_______ _____] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 the Option Stock. Such option is options are granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is are exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[_____ ____] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Itxc Corp)

Purchase of the Stock 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 _______ 2,500,000 shares of the Firm Stock Stock, 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 Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 375,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Network Peripherals Inc)

Purchase of the Stock 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 issue and sell _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule Schedules 1 and 2 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Aquila Energy Corp)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 900,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 26.051 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pinnacle Entertainment Inc)

Purchase of the Stock 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 _______ 7,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants Selling Stockholders have granted to the Underwriters an option to purchase up to _______ 1,050,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountsmultiples. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (H Power Corp)

Purchase of the Stock 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 _______ 7,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,050,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Preferred Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 5 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ $ 24.2125 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Dupont Fabros Technology, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 6,200,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 930,000 shares of Option Stock. Such option (the “Option”) is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 3 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 I hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountslots. The price of both the Firm Stock and any Option Stock shall be $_____ 46.08 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Houston Exploration Co)

Purchase of the Stock 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 _______ 2,750,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 412,500 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Hyseq Inc)

Purchase of the Stock 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 _______ 3,600,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 540,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Liquid Audio Inc)

Purchase of the Stock 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 _______ 11,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,650,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Qk Healthcare Inc)

Purchase of the Stock 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 issue and sell _______ 20,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 3,000,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 10.69 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Tesoro Petroleum Corp /New/)

Purchase of the Stock 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 issue and sell _______ 8,500,000 shares of the Firm Stock to the several Underwriters and each Underwriters. Each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. Except as otherwise provided in this Section 2, the agreement of each Underwriter is to purchase only the respective number of shares of the Stock specified in Schedule 1. In addition, the Company grants to the Underwriters an option to purchase up to _______ 1,275,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option all Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Third Wave Technologies Inc /Wi)

Purchase of the Stock 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 [_______ ] shares of the Firm Stock to the several 8 Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the U.S. Underwriters an option to purchase up to [_______ ] shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the U.S. Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such U.S. Underwriters in Schedule 1 hereto. The respective purchase obligations of each U.S. Underwriter with respect to the Option Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[_____ ___] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Websidestory Inc)

Purchase of the Stock 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 _______ 1,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to _______ 150,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 78.31 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Palomar Holdings, Inc.)

Purchase of the Stock 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 _______ 1,200,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 180,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 54.6535 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Overstock Com Inc)

Purchase of the Stock by the Underwriters. On the basis of the representations and warranties contained in, and subject to the terms and conditions of, of this Agreement, the Company agrees to sell _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company each Selling Stockholder identified on Schedule 2 hereto, severally and not jointly, grants to the Underwriters an option to purchase up to _______ the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more than the number of shares of Firm Stock in the offering and is exercisable as provided in Section 4 6 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Eschelon Telecom Inc)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Class A Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Evercore Partners Inc.)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares of Any such election to purchase Option Stock shall be purchased made. Each Underwriter agrees, severally for and not jointly, to purchase the account number of shares of Option Stock (subject to such adjustments to eliminate fractional shares as the Underwriters in Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ShoreTel Inc)

Purchase of the Stock 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 _______ 8,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 1,200,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 3 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 6.60675 per share. The Company shall not be obligated to deliver any of the Firm Stock or the Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Halcon Resources Corp)

Purchase of the Stock 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 _______ 20,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,000,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 26.9025 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Inc)

Purchase of the Stock 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 _______ 25,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,750,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 25.5352 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock 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 Selling Stockholder agrees to sell _______ 35,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company Selling Stockholder grants to the Underwriters an option to purchase up to _______ 5,250,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 3 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 6.72 per share. The Company Selling Stockholder shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Halcon Resources Corp)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor National Holdings Inc)

Purchase of the Stock 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 _______ 7,250,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 heretoI hereto at a purchase price of $6.58 per share (the “Purchase Price”). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock 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 _______ 1,087,500 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for at the account of Purchase Price (subject to such adjustments to eliminate fractional shares as the Underwriters in Representatives may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price total number of both the shares of Firm Stock and any Option Stock shall be $_____ per shareStock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cempra, Inc.)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock Shares in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ $ per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Douglas Emmett Inc)

Purchase of the Stock 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 _______ 11,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 heretoI hereto at a purchase price of $3.854 per share (the “Purchase Price”). The respective purchase obligations of the Underwriters with respect to the shares of Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 1,650,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for at the account of Purchase Price (subject to such adjustments to eliminate fractional shares as the Underwriters in Representative may determine) that bears the same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price total number of both the shares of Firm Stock and any Option Stock shall be $_____ per shareStock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Fibrocell Science, Inc.)

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Purchase of the Stock 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 _______ 3,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 450,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Vitesse Semiconductor Corp)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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, the Company grants to the Underwriters an option to purchase up to _______ shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable only as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ $ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Transportation Technologies Industries Inc)

Purchase of the Stock 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 _______ 5,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company hereby grants to the Underwriters an option to purchase up to _______ 750,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both ____ shares of the Firm Stock and any Option Stock shall be $_____ per share. The price of ______ shares of Firm Stock to be sold in the offering by the Underwriters to SmithKline Beecxxx xxx, an English public limited company, shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Texas Biotechnology Corp /De/)

Purchase of the Stock 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 _______ 20,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,000,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 53.2125 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Xto Energy Inc)

Purchase of the Stock 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 _______ 1,500,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 225,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 heretoUnderwriters. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Underwriters so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 33.54 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfmark Offshore Inc)

Purchase of the Stock 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 _______ 9,500,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,425,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ 13.23 per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defineddefined below), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Innkeepers Usa Trust/Fl)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereofhereto. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Integrated Telecom Express Inc/ Ca)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Harris Interactive Inc)

Purchase of the Stock 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 _______ 3,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 450,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 33.60 per shareshare (which reflects the total underwriting discounts and commissions to be received by the Underwriters). The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Geo Group Inc)

Purchase of the Stock 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 _______ 3,800,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 570,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $[_____ _] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on the First Delivery Date or the Second any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Radvision LTD)

Purchase of the Stock 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 _______ 18,847,500 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 2,827,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Group Inc)

Purchase of the Stock 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 _______ 10,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 1,500,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price to the Underwriters of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Equity Underwriting Agreement (Windsor Forestry Tools LLC)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Alteon Websystems Inc)

Purchase of the Stock 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 _______ 1,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 125,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Gulfmark Offshore Inc)

Purchase of the Stock 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 _______ 18,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 2,700,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 14.3625 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Petrohawk Energy Corp)

Purchase of the Stock 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 _______ 5,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 750,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ [·] per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Aegerion Pharmaceuticals, Inc.)

Purchase of the Stock by the Underwriters. On the basis bases of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 4,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Xxxxxx Brothers Inc. may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 600,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter Underwriters with respect to the Option Stock shall be adjusted by the Representatives Xxxxxx Brothers Inc. so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $________ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Netratings Inc)

Purchase of the Stock 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 _______ 10,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,500,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ $ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (RPM Inc/Oh/)

Purchase of the Stock 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 _______ 10,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,500,000 shares of Option Stock. Such option is granted solely for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any the First Delivery Date or the Second Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Arden Realty Inc)

Purchase of the Stock 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 each Selling Stockholder agrees to sell _______ the number of shares of the Firm Stock set forth opposite its name in Schedule 1 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 Stock set forth opposite that Underwriter's its name in Schedule 1 2 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Stock that represents the same proportion of the number of shares of the Stock to be sold by each Selling Stockholder as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule 2 hereto represents of the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 16.98 per share. The Company Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such the Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock 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 each Selling Stockholder agrees to sell _______ the number of shares of the Firm Stock set forth opposite such Selling Stockholder’s name in Schedule 2 or Schedule 3 hereto (as applicable), 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 Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder that number of shares of the Firm Stock that represents the same proportion of the number of shares of the Firm Stock to be sold by such Selling Stockholder as the number of shares of the Firm Stock set forth opposite the name of such Underwriter in Schedule 1 represents of the total number of shares of the Firm Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. [In addition, the Company each Selling Stockholder [listed on Schedule 2 hereto] grants to the Underwriters an option to purchase up to _______ the number of shares of Option StockStock set forth opposite such Selling Stockholder’s name in Schedule 2 hereto, severally and not jointly. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 5 hereof. Shares of Any such election to purchase Option Stock shall be purchased severally for the account of the Underwriters made in proportion to the maximum number of shares of Option Stock 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 Stock (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 Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted total number of shares of Firm Stock.] The purchase price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ [·] per share. The Company None of the Selling Stockholders shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Mattress Firm Holding Corp.)

Purchase of the Stock 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 _______ 17,620,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,956,607 shares of Company Option Stock, and each Selling Stockholder, severally and not jointly, grants to the Underwriters an option to purchase up to the number of shares of Selling Stockholder Option Stock set opposite such Selling Stockholder’s name in Schedule 2 hereto. Such option is granted for options are exercisable by the purpose of covering Underwriters solely to cover over-allotments allotments, if any, made by the Underwriters in connection with the sale of Firm Stock and is exercisable Offering as provided in Section 4 5 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 100-share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ $ per share. The Company and the Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all of the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Syniverse Holdings Inc)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name names of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Verticalnet Inc)

Purchase of the Stock 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 _______ 20,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 3,000,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 4.70 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Crimson Exploration Inc.)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ [ ] shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Ormat Technologies, Inc.)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,500,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 30.75 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Pinnacle Entertainment Inc)

Purchase of the Stock 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 _______ 5,500,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 825,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 2 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 14.57 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Sequenom Inc)

Purchase of the Stock 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 _______ 8,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set opposite that Underwriter's name in Schedule SCHEDULE 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 1,200,000 shares of Option Stock. Such option is granted for the purpose of covering over-over- allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Intuitive Surgical Inc)

Purchase of the Stock 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 _______ 4,500,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 675,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Verint Systems Inc)

Purchase of the Stock 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 _______ 1,200,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determinedetermine in consultation with the Company. In addition, the Company grants to the Underwriters an option to purchase up to _______ 180,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 84.04 per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Palomar Holdings, Inc.)

Purchase of the Stock by the Underwriters. On the basis of the representations representations, warranties and warranties covenants contained in, and subject to the terms and conditions of, this Agreement, the Company agrees to sell _______ 6,600,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determinedetermine with the consent of the Company (such consent not to be unreasonably delayed or withheld). In addition, the Company grants to the Underwriters an option to purchase up to _______ 990,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 3.055 per share, less, in the case of the Option Stock, an amount per share equal to any dividends or distributions declared by the Company on its Common Stock and payable on the Firm Stock but not payable on such Option Stock. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock, as applicable, to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Maxwell Technologies Inc)

Purchase of the Stock 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 _______ [●] shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 shares of Option Stock. Such option is granted for Each Underwriter agrees, severally and not jointly, to purchase the purpose number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ [●] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (In8bio, Inc.)

Purchase of the Stock 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 _______ [•] shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In additionOn the basis of the representations, warranties and covenants contained in, and subject to the terms and conditions of, this Agreement, the Company grants to the Underwriters an option to purchase up to _______ [•] additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ [•] per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (PGA Holdings, Inc.)

Purchase of the Stock 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 _______ 26,750,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 4,012,500 shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of shares of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be is $_____ 28.15 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (ANTERO RESOURCES Corp)

Purchase of the Stock 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 each Selling Stockholder agrees to sell _______ the number of shares of the Firm Stock set forth opposite its name in Schedule 1 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 Stock set forth opposite that Underwriter's its name in Schedule 1 2 hereto. Each Underwriter shall be obligated to purchase from each Selling Stockholder, that number of shares of the Stock that represents the same proportion of the number of shares of the Stock to be sold by each Selling Stockholder as the number of shares of the Stock set forth opposite the name of such Underwriter in Schedule 2 hereto represents of the total number of shares of the Stock to be purchased by all of the Underwriters pursuant to this Agreement. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Underwriters may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 20.70 per share. The Company Selling Stockholders shall not be obligated to deliver any of the Stock to be delivered on any the Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such the Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Cinemark Holdings, Inc.)

Purchase of the Stock 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 _______ 5,000,000 shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives Representative may determine. In addition, the Company grants to the Underwriters an option to purchase up to _______ 750,000 additional shares of Option Stock. Such option is granted for the purpose of covering over-allotments exercisable in the sale event that the Underwriters sell more shares of Common Stock than the number of Firm Stock in the offering and is exercisable as provided set forth in Section 4 hereof. Shares Each Underwriter agrees, severally and not jointly, to purchase the number of shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representative may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule 1 hereto opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect bears to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amountstotal number of shares of Firm Stock. The price of both the Firm Stock and any Option Stock purchased by the Underwriters shall be $_____ 29.712 per share. The Company shall not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (PNM Resources Inc)

Purchase of the Stock 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 _______ shares of the Firm Stock to the several Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's ’s name in Schedule 1 I hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 shares of Option Stock. Such option is granted for In the purpose event that the Underwriters exercise such option, each Underwriter agrees, severally and not jointly, to purchase the number of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares shares of Option Stock shall be purchased severally for (subject to such adjustments to eliminate fractional shares as the account of Representatives may determine) that bears the Underwriters in same proportion to the total number of shares of Option Stock to be sold on such Delivery Date as the number of shares of Firm Stock set forth in Schedule I hereto opposite the name of such Underwriters in Schedule 1 heretoUnderwriter bears to the total number of shares of Firm Stock. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted price payable by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of Underwriters for both the Firm Stock and any Option Stock shall be $_____ is $ per share. The Company shall is not be obligated to deliver any of the Firm Stock or Option Stock to be delivered on any the applicable Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the such Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Bellring Brands, Inc.)

Purchase of the Stock 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 _______ [ ] shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 and 2 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. In addition, the Company grants to the U.S. Underwriters an option to purchase up to _______ [ ] shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the U.S. Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such U.S. Underwriters in Schedule 1 hereto. The respective purchase obligations of each U.S. Underwriter with respect to the Option Stock shall be adjusted by the U.S. Representatives so that no U.S. Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ [ ] per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may beDate, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Advancis Pharmaceutical Corp)

Purchase of the Stock 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 _______ 3,000,000 shares of the Firm Stock to the several Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase the number of shares of the Firm Stock set forth opposite that Underwriter's name in Schedule 1 hereto. The respective purchase obligations of the Underwriters with respect to the Firm Stock 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 _______ 525,000 shares of Option Stock. Such option is granted for the purpose of covering over-allotments in the sale of Firm Stock and is exercisable as provided in Section 4 hereof. Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set opposite the name of such Underwriters in Schedule 1 hereto. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in 100 share amounts. The price of both the Firm Stock and any Option Stock shall be $_____ per share. The Company shall not be obligated to deliver any of the Stock to be delivered on any Delivery Date (as hereinafter defined), as the case may be, except upon payment for all the Stock to be purchased on such Delivery Date as provided herein.

Appears in 1 contract

Samples: Underwriting Agreement (Maker Communications Inc)

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