Common use of Purchase, Sale and Delivery of Offered Shares Clause in Contracts

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M., New York time, on October 13, 2016, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

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Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the several Company, at a purchase price of $[•] per ADS, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, such Optional Shares at a the purchase price of $24.2125 per share, the respective number of Firm Shares ADS set forth opposite the names in clause (a) of the Underwriters in Schedule A heretothis Section 2. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 [•] A.M., New York time, on October 13[•], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Dateitself.

Appears in 1 contract

Samples: Underwriting Agreement (Zhangmen Education Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [•] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the office of Winston & Sxxxxx LLP (“W&S”)[•], at 10:00 [•] A.M., New York time, on October 13[•], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date[•].

Appears in 1 contract

Samples: Underwriting Agreement (BlueCity Holdings LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the several Company, at a purchase price of $[•] per ADS, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, such Optional Shares at a the purchase price of $24.2125 per share, the respective number of Firm Shares ADS set forth opposite the names in clause (a) of the Underwriters in Schedule A heretothis Section 3. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 [•] A.M., New York time, on October 13[•], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Dateitself.

Appears in 1 contract

Samples: Underwriting Agreement (Soulgate Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 1.674 per shareshare of Common Stock, the respective number of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto, plus any additional number of Firm Shares which such Underwriters may become obligated to purchase pursuant to the provisions of Section 9 hereof. The Company will deliver the Firm Offered Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters through the facilities of The Depository Trust Company issued in a form reasonably acceptable to such names and in such denominations as the Representatives Representative shall request against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Rxxx Xxxxx LLP, 500 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, at 10:00 A.M.1:00 P.M., New York time, on October 1311, 2016, 2017 or at such other time not later than seven ten (710) full business days Business Days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 forty-five (45) days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price of $1.674 per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Sharesof Common Stock. The Company agrees to sell to the Underwriters the number amount of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s name bears to the total number amount of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three five (5) full business days Business Days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for Representative through the accounts facilities of The Depository Trust Company issued in such names and in such denominations as the several Underwriters in a form reasonably acceptable to the Representatives Representative shall request against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable designated in writing by the Company to the Representatives Representative drawn to the order of the Company Company, at the above office of W&S. Rxxx Xxxxx LLP. It is understood that each Underwriter has authorized the Representative, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Firm Shares and the Optional Shares, if any, which it has agreed to purchase. Certificates for the shares of Common Stock comprising the Offered Shares, if any, shall be in such denominations and registered in such names as the Representative may request in writing at least one (1) full Business Day before the applicable Closing Date. The Optional certificates for the shares of Common Stock comprising the Offered Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at examination and packaging by the above office Representative in the city of W&S at a reasonable time in advance of such Optional New York not later than 10:00 A.M. (Eastern time) on the Business Day prior to the Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (U.S. Gold Corp.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 11.875 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Bxxxx & Sxxxxx LLP Sxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 13January 20, 20162015, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [·] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at for itself, as the office of Winston & Sxxxxx LLP (“W&S”)case may be, at 10:00 [·] A.M., New York time, on October 13, 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Luckin Coffee Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesSelling Shareholders, severally and not jointly, agrees to sell to the Underwriter, and the Underwriter agrees to purchase from the Companysuch Selling Shareholder, at a purchase price of $24.2125 [•] per shareADS, the respective number of Firm Shares set forth opposite the names name of the Underwriters such Selling Shareholder in Schedule A A-1 hereto. The Company Selling Shareholders will deliver the Firm Shares to or as instructed by the Representatives Underwriter for the accounts of the several Underwriters Underwriter through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Company at Selling Shareholders, as the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M., New York timecase may be, on October 13[•], 20162018, or at such other time not later than seven (7) full business days thereafter as the Representatives Underwriter and the Company Selling Shareholders determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriter given to the Company Optional Shares Selling Shareholder from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company Optional Shares Selling Shareholder agrees to sell to the Underwriters Underwriter the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Sharesnotice. Such Optional Shares shall be purchased for the account of each the Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Underwriter to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriter but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company Optional Shares Selling Shareholder will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriter drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateSelling Shareholder.

Appears in 1 contract

Samples: Underwriting Agreement (RISE Education Cayman LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (a) the Company agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the several Company, at a purchase price of $[●] per ADS, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto, and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below, the Company agrees to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, such Optional Shares at a the purchase price of $24.2125 per share, the respective number of Firm Shares ADS set forth opposite the names in clause (a) of the Underwriters in Schedule A heretothis Section 2. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 [•] A.M., New York time, on October 13[●], 20162018, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Dateitself.

Appears in 1 contract

Samples: Underwriting Agreement (MOGU Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[●] per shareADS1, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company, at 10:00 [9] A.M., New York time, on October 13[●], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Jianzhi Education Technology Group Co LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 9.63 per share, the respective number numbers of Firm Shares set forth opposite the names of the Underwriters in Schedule A I hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Xxxxxx & Sxxxxx LLP (“W&S”)Bird LLP, at 10:00 A.M., New York time, on October 13June 5, 20162002, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering". The Firm Shares so to will be delivered or evidence in book-entry form using the facilities of their issuance will be made available for review at the above office of W&S at least 24 hours prior to Depository Trust Company ("DTC") in such denominations and registered in such names as the First Closing DateRepresentatives request. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share Optional Share to be paid for the Firm Shares, Shares less an amount per share equal to any dividends or distribution declared by the Company and distributions per common share payable on the Firm Shares but during the Option Period (to the extent such dividends and distributions were not payable on the Optional Shares). The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s 's name in Schedule I hereto bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date,” ", which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the above office offices of W&S. Xxxxxx & Bird LLP. The Optional Shares being purchased on each Optional Option Closing Date or evidence of their issuance will be made available for review at delivered in book-entry form using the above office facilities of W&S at a the DTC in such denominations and registered in such names as Wachovia requests upon reasonable time in advance of notice prior to such Optional Option Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Innkeepers Usa Trust/Fl)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $24.2125 17.95 per share, the respective number of Firm Shares set forth opposite on the names First Closing Date, and subject to this Section 3, the Optional Shares on the Optional Closing Date or Dates. The Offered Shares to be purchased by the Underwriter hereunder will be represented by one or more definitive certificates representing global shares of Common Stock in book-entry form which will be deposited by or on behalf of the Underwriters in Schedule A heretoCompany with the Depository Trust Company (“DTC”) or its designated custodian. The Company will deliver the Firm Shares to or through the facilities of DTC as instructed by the Representatives Underwriter for the accounts of the several Underwriters its account in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price by the Underwriters Underwriter in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives drawn to the order of the Company Underwriter at the office of Winston Xxxxx Xxxx & Sxxxxx LLP (“W&S”)Xxxxxxxx, at 10:00 9:00 A.M., New York time, on October 13June 10, 20162008, or at such other time not later than seven (7) full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review checking at the above office of W&S Xxxxx Xxxx & Xxxxxxxx at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Shares (but not on more than two occasions) at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Underwriter but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts of the several Underwriters its account in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank designated by the Company and reasonably acceptable to the Representatives drawn to the order of the Company Underwriter, at the above office of W&S. Xxxxx Xxxx & Xxxxxxxx. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review checking at the above office of W&S Xxxxx Xxxx & Xxxxxxxx at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Nuance Communications, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 $ per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their sole discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company, at 10:00 A.M., New York time, on October 13, 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (36Kr Holdings Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees and the Selling Shareholder agree, severally and not jointly, to sell to the several Underwriters, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany [and the Selling Shareholder], at a purchase price of $24.2125 US$[ · ] per shareADS, that number of Firm Shares (rounded up or down, as determined by the respective Representatives in their discretion, in order to avoid fractions) obtained by multiplying the Firm Shares to be sold by the Company and the number of Firm Shares set forth opposite the names name of the Underwriters Selling Shareholder in Schedule A hereto, in the case of the Selling Shareholder, in each case by a fraction the numerator of which is the number of Firm Shares set forth opposite the name of such Underwriter in Schedule B hereto and the denominator of which is the total number of Firm Shares. Executed transfer forms for the Class A Ordinary Shares (to be converted from Class B Ordinary Shares on each Closing Date) represented by the Offered Shares to be sold by the Selling Shareholder hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with the Custodian. The Selling Shareholder agrees that the Class A Ordinary Shares (to be converted from Class B Ordinary Shares on each Closing Date) subject to the transfer forms held in custody for the Selling Shareholder under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholder for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholder hereunder shall not be terminated by operation of law, whether by the occurrence of any other event, or in the case of a trust, by the death of any trustee or trustees or the termination of such trust. If any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Shares hereunder, such Offered Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company [and the Custodian] will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at for itself [and the office Custodian on behalf of Winston & Sxxxxx LLP (“W&S”)the Selling Shareholder], as the case may be, at 10:00 [9:30] A.M., New York time, on October 13[ · ], 20162020, or at such other time on the same or such other date, not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company [and the Selling Shareholder] from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees [and the Selling Shareholder] agree[s], severally and not jointly, to sell to the Underwriters the respective numbers of Optional Shares obtained by multiplying the number of Optional Shares specified in such notice by a fraction the numerator of which is in the case of the Company [and the Underwriters agree, severally number of shares set forth opposite the name of the Selling Shareholder in Schedule A hereto under the caption “Number of Optional Shares to be Sold” in the case of the Selling Shareholder] and not jointly, to purchase such the denominator of which is the total number of Optional SharesShares (subject to adjustment by the Representatives to eliminate fractions). Such Optional Shares shall be purchased from the Company [and the Selling Shareholder] for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares). No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyCompany [and the Selling Shareholder]. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Luckin Coffee Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M., New York time, on October 13July 19, 2016, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 15.1367 per share, the respective number numbers of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A I hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Xxxxxxxx, at 10:00 A.M., New York time, on October 13September 24, 20162002, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes of Rule 15c6-1 under " The certificates for the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for review checking and packaging at the above office of W&S the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share Optional Share to be paid for the Firm Shares, Shares less an amount per share equal to any dividends or distribution declared by the Company and distributions per common share payable on the Firm Shares but during the Option Period (to the extent such dividends and distributions were not payable on the Optional Shares). The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s 's name in Schedule I hereto bears to the total number of shares of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Option Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the above office offices of W&S. Hunton & Xxxxxxxx. The certificates for the Optional Shares being purchased on each Optional Option Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as Wachovia requests upon reasonable notice prior to such Option Closing Date and will be made available for review checking and packaging at the above office of W&S Wachovia at a reasonable time in advance of such Optional Option Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Corporate Properties Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [●] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the office of Winston & Sxxxxx LLP (“W&S”)[●], at 10:00 [●] A.M., New York time, on October 13[●], 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date[●].

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [•] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)for itself, at 10:00 A.M.[•] a.m., New York City time, on October 13[•], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon one business day advanced written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Adagene Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 4.7625 per shareshare (the “Purchase Price”), the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver Payment for the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable shall be made to the Representatives against payment of the purchase price by the Underwriters Company in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order against delivery of the Company Firm Shares for the respective accounts of the several Underwriters, at the office of Winston Xxxxxx & Sxxxxx LLP (“W&S”)Xxxxxx L.L.P., 2500 First City Tower, 0000 Xxxxxx Xxxxxx, Houston, Texas 77002, at 10:00 9:00 A.M., New York Houston, Texas time, on October 13September 30, 20162009, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase purchase, and the Company agrees to sell to the Underwriters, all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional SharesPurchase Price. Such Optional Shares shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name on Schedule A bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractionsfractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver Firm Shares and Optional Shares, if applicable, shall be registered in such names and in such denominations as the Representatives shall request in writing no later than one full business day prior to the applicable Closing Date. The Firm Shares and Optional Shares being purchased Shares, if applicable, shall be delivered on each Optional the applicable Closing Date to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, with any transfer taxes payable in a form reasonably acceptable connection with the transfer of the Offered Shares to the Representatives Underwriters duly paid, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DatePurchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Hercules Offshore, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $24.2125 18.98 per share, the respective Firm Shares. The Underwriter represents and warrants that (a) it is purchasing the Offered Shares in its capacity as an underwriter and (b) such number of Firm the Offered Shares set forth opposite will be allocated and delivered directly to the names accounts of investors designated by the Underwriter to whom the Underwriter has sold such Offered Shares so that the Underwriter will not at any time have a beneficial ownership interest in more than 9.8% of the Underwriters in Schedule A heretooutstanding Common Shares of the Company. The Company will deliver the Firm Shares to or as instructed be purchased by the Representatives Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours' notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of The Depository Trust Company ("DTC") for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment by the Underwriter of the purchase price by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Xxxxxxxx LLP, at 10:00 A.M., New York time, on October 1331, 20162003, or at such other time not later than seven (7) full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes " The Company will, upon request of Rule 15c6-1 under the Exchange ActUnderwriter, cause certificates representing the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S checking and packaging at least 24 twenty-four hours prior to the First Closing DateDate with respect thereto at the offices of the Company located at 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, or at the office of DTC or its designated custodian, as the case may be (each a "Designated Office"). In addition, upon written notice from the Representatives Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters Underwriter may purchase all or less than all of the Optional Shares at a purchase price per Optional Share equal to the purchase price per share to be paid for the Firm Shares, Shares less an the amount per share equal to of any dividends or distribution distributions declared by the Company and payable on the Firm Common Shares but not payable during the Option Period (unless the Underwriter exercises and closes the purchase of any Optional Shares on or before October 31, 2003, in which event the purchase price per such Optional SharesShare shall be $18.98). The Company agrees to sell to the Underwriters Underwriter the number of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each the Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time no more than two times in accordance with the foregoing procedures and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Underwriter but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Any Option Shares being to be purchased on each Optional Closing Date to or as instructed by the Representatives Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon reasonable notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of DTC for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor in by wire transfer of Federal (same same-day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn account specified to the order of Underwriter by the Company at upon reasonable notice. The Company will cause the above office of W&S. The Optional certificates representing the Option Shares being purchased on each Optional Closing Date or evidence of their issuance will to be made available for review checking and packaging at the above office of W&S least twenty-four hours prior to such Option Closing Date at a reasonable time in advance of such Optional Closing DateDesignated Office.

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Corporate Properties Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $24.2125 24.36 per share, the respective Offered Shares. The Underwriter represents and warrants that (a) it is purchasing the Offered Shares in its capacity as an underwriter and (b) such number of Firm the Offered Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares be allocated and delivered directly to or as instructed by the Representatives for the accounts of investors designated by the several Underwriters Underwriter to whom the Underwriter has sold such Offered Shares so that the Underwriter will not at any time have a beneficial ownership interest in a form reasonably acceptable more than 9.8% of the outstanding Common Shares of the Company. The Offered Shares to be purchased by the Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours' notice to the Representatives Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of The Depository Trust Company ("DTC") for the account of the Underwriter, against payment by the Underwriter of the purchase price by the Underwriters therefor in Federal federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Xxxxxxxx LLP, at 10:00 A.M., New York time, on October 13July 18, 20162005, or at such other time not later than seven (7) full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes " The Company will, upon request of Rule 15c6-1 under the Exchange ActUnderwriter, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all cause certificates representing the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S checking and packaging at least 24 twenty-four hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares Date with respect thereto at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order offices of the Company located at Xxx Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000-0000, or at the above office of W&S. The Optional Shares being purchased on DTC or its designated custodian, as the case may be (each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date"Designated Office").

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Corporate Properties Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees agree to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [·] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself and, at the office of Winston & Sxxxxx LLP (“W&S”)[·], at 10:00 A.M.[·] a.m., New York City time, on October 13[·], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date[·].

Appears in 1 contract

Samples: Underwriting Agreement (Phoenix Tree Holdings LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [●] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Sole Representative in its discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives Sole Representative for the accounts of the several Underwriters through the facilities of the Depository Trust Company (“DTC”) in a form reasonably acceptable to the Representatives Sole Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Sole Representative drawn to the order of the Company at for itself, as the office of Winston & Sxxxxx LLP (“W&S”)case may be, at 10:00 [●] A.M., New York time, on October 13[●], 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives Sole Representative and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Sole Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectusthis Agreement, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Sole Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and deliveredsold. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Sole Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Sole Representative but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Sole Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Sole Representative, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Sole Representative drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Canaan Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, Company at a purchase price of $24.2125 14.10 per share, the respective number of Firm Offered Shares set forth opposite the names of the such Underwriters in Schedule A hereto. The Offered Shares will be delivered by or on behalf of the Company will deliver the Firm Shares to to, or as instructed by by, the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Shearman & Sxxxxx LLP (“W&S”)Sterling LLP, at 10:00 9:00 A.M., New York time, on October 13March 22, 20162011, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the this offering. The Firm Offered Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representative requests. The Offered Shares will be made available for review checking at Shearman & Sterling LLP or such other place designated by the above office of W&S Representative at least 24 hours prior to the First Closing Date. In addition, upon written notice from The documents to be delivered on the Representatives given Closing Date by or on behalf of the parties hereto pursuant to this Agreement shall be delivered at the office of Shearman & Sterling LLP or other location designated by the Representative 24 hours prior to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at such other time designated by the above office of W&S at a reasonable time in advance of such Optional Closing DateRepresentative.

Appears in 1 contract

Samples: Underwriting Agreement (Zhongpin Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 14.43 per share, the respective number numbers of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A I hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Wilxxxxx, at xt 10:00 A.M., New York time, on October 13July 30, 20162001, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering". The certificates for the Firm Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Representatives request and will be made available for review checking and packaging at the above office of W&S the Representatives at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share Optional Share to be paid for the Firm Shares, Shares less an amount per share equal to any dividends or distribution declared by the Company and distributions per common share payable on the Firm Shares but during the Option Period (to the extent such dividends and distributions were not payable on the Optional Shares). The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s 's name in Schedule I hereto bears to the total number of shares of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date,” ", which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date.be

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Corporate Properties Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 11.2455 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Xxxxx & Sxxxxx LLP Xxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 138, 20162014, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [•] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check, checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)for itself, at 10:00 A.M.[•] a.m., New York City time, on October 13[•], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Yatsen Holding LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 4.85775 per shareshare (the “Purchase Price”), the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver Payment for the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable shall be made to the Representatives against payment of the purchase price by the Underwriters Company in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order Representative against delivery of the Company Firm Shares for the respective accounts of the several Underwriters, at the office of Winston Xxxxxx Xxxxxx & Sxxxxx LLP (“W&S”)Xxxxxxx LLP, 00 Xxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 10:00 9:00 A.M., New York time, on October 13March 28, 20162012, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase purchase, and the Company agrees to sell to the Underwriters, all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional SharesPurchase Price. Such Optional Shares shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name on Schedule A bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractionsfractional shares) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver Firm Shares and Optional Shares, if applicable, shall be registered in such names and in such denominations as the Representative shall request in writing no later than one full business day prior to the applicable Closing Date. The Firm Shares and Optional Shares being purchased Shares, if applicable, shall be delivered on each Optional the applicable Closing Date to or as instructed by the Representatives for the respective accounts of the several Underwriters Underwriters, with any transfer taxes payable in a form reasonably acceptable connection with the transfer of the Offered Shares to the Representatives Underwriters duly paid, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DatePurchase Price therefor.

Appears in 1 contract

Samples: Underwriting Agreement (Hercules Offshore, Inc.)

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Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees agrees, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the CompanyCompany , at a purchase price of $24.2125 US$[●] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives and drawn to the order of the Company for itself at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M.[●] a.m., New York City time, on October 13[●], 20162023, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives and drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (QuantaSing Group LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 18.3233 per share, the respective number of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Underwriters agree to reimburse the Company for an amount of up to $408,024 for expenses incurred by the Company in connection with the offering of the Offered Shares. The Company will deliver the Firm Shares to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Company at the office of Winston Sullivan & Sxxxxx LLP (“W&S”)Cromwell LLP, at 10:00 A.M.125 Broad Street, New York, New York time10004, on October 13ax 0:00 X.M., 2016Xxx Xxrk timx, or at such other time xx Xxxx 0, 0000, xx xx xxxx xxxxx xxxx not later than seven (7) full business days thereafter as the Representatives Underwriters and the Company determine, such time being herein referred to as the “First Closing Date.” "FIRST CLOSING DATE". For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The certificates for the Firm Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request at least two business days prior to the First Closing Date and will be made available for review checking and packaging at the above office of W&S Sullivan & Cromwell LLP at least 24 hours prior to the First Closing DateDxxx. In additionXx xddition, upon written notice from the Representatives Underwriters given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s 's name bears to the total number of shares of Firm Shares (subject to adjustment by the Representatives Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the sole purpose of covering over-allotments made sales of shares in connection with the sale excess of the number of Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriters to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” "OPTIONAL CLOSING DATE", which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”"CLOSING DATE"), shall be determined by the Representatives Underwriters but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Underwriters for the accounts of the several Underwriters in a form reasonably acceptable to at the Representatives office of Sullivan & Cromwell LLP against payment of the purchase price therefor in Federal xx Xxxxral (same dayxxxx xay) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives Underwriters drawn to the order of the Company Company, at the above office of W&S. Sullivan & Cromwell LLP. The certificates for the Optional Shares being purchased on each beinx xxxxxxsed xx xxxx Optional Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request upon reasonable notice prior to such Optional Closing Date, and will be made available for review checking and packaging at the above office of W&S Sullivan & Cromwell LLP at a reasonable time in advance of such Optional Closing DateOptionxx Xxxxxng Xxxx.

Appears in 1 contract

Samples: Staples Inc

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[ · ] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company, at 10:00 9:00 A.M., New York time, on October 13[ · ], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the sole purpose of covering over-allotments made sales of share in connection with the sale excess of the number of Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 12.5419 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”), at 10:00 A.M., New York time, on October 13January 17, 20162017, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 12.35 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Bxxxx & Sxxxxx LLP Sxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 13May 22, 20162015, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 13.485 per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Bxxxx & Sxxxxx LLP Sxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 13April 2, 20162014, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[●] per shareADS, the respective that number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at for itself, as the office of Winston & Sxxxxx LLP (“W&S”)case may be, at 10:00 [10 A.M.], New York time, on October 13[●], 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by such adjustments to eliminate fractional shares as the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Sharesdetermine). No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (GSX Techedu Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[•] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). [The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company], at 10:00 9 A.M., New York time, on October 13[•], 20162021, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Onion Global LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [●] per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Bxxxx & Sxxxxx LLP Sxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 13[●], 20162014, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several UnderwritersUnderwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $24.2125 20.92 per share, the respective Firm Shares. The Underwriter represents and warrants that (a) it is purchasing the Offered Shares in its capacity as an underwriter and (b) such number of Firm the Offered Shares set forth opposite will be allocated and delivered directly to the names accounts of investors designated by the Underwriter to whom the Underwriter has sold such Offered Shares so that the Underwriter will not at any time have a beneficial ownership interest in more than 9.8% of the Underwriters in Schedule A heretooutstanding Common Shares of the Company. The Company will deliver the Firm Shares to or as instructed be purchased by the Representatives Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon at least forty-eight hours' notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of The Depository Trust Company ("DTC") for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment by the Underwriter of the purchase price by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Xxxxxxxx LLP, at 10:00 A.M., New York time, on October 13March 3, 20162004, or at such other time not later than seven (7) full business days thereafter as the Representatives Underwriter and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes " The Company will, upon request of Rule 15c6-1 under the Exchange ActUnderwriter, cause certificates representing the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S checking and packaging at least 24 twenty-four hours prior to the First Closing DateDate with respect thereto at the offices of the Company located at Xxx Xxxx Xxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000-0000, or at the office of DTC or its designated custodian, as the case may be (each a "Designated Office"). In addition, upon written notice from the Representatives Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters Underwriter may purchase all or less than all of the Optional Shares at a purchase price per Optional Share equal to the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters Underwriter the number of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each the Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters Underwriter only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time no more than two times in accordance with the foregoing procedures and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Underwriter but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Any Option Shares being to be purchased on each Optional Closing Date to or as instructed by the Representatives Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as the Underwriter may request upon reasonable notice to the Company shall be delivered by or on behalf of the Company to the Underwriter, including, at the option of the Underwriter, through the facilities of DTC for the accounts account of the several Underwriters in a form reasonably acceptable to the Representatives Underwriter, against payment by or on behalf of the Underwriter of the purchase price therefor in by wire transfer of Federal (same same-day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn account specified to the order of Underwriter by the Company at upon reasonable notice. The Company will cause the above office of W&S. The Optional certificates representing the Option Shares being purchased on each Optional Closing Date or evidence of their issuance will to be made available for review checking and packaging at the above office of W&S least twenty-four hours prior to such Option Closing Date at a reasonable time in advance of such Optional Closing DateDesignated Office.

Appears in 1 contract

Samples: Underwriting Agreement (Lexington Corporate Properties Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 [•] per share, the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Shares to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the office of Winston Bass, Xxxxx & Sxxxxx LLP Xxxx PLC (“W&SBBS”), at 10:00 A.M., New York time, on October 13[•], 20162014, or at such other time not later than seven (7) full business days thereafter as the Representatives Representative and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S BBS at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives Representative but shall be not later than three full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Representative drawn to the order of the Company at the above office of W&S. BBS. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S BBS at a reasonable time in advance of such Optional Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Bluerock Residential Growth REIT, Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[ · ] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company, at 10:00 [9:00] A.M., New York time, on October 13[ · ], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the sole purpose of covering over-allotments made sales of share in connection with the sale excess of the number of Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Futu Holdings LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[●] per shareADS1, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)Company, at 10:00 [9] A.M., New York time, on October 13[●], 20162022, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Jianzhi Education Technology Group Co LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company each Firm Shares Selling Shareholder, severally but not jointly, agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Companysuch Firm Shares Selling Shareholder, at a purchase price of $24.2125 US$[●] per shareADS, the respective that number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. Executed transfer forms for the Class A Ordinary Shares represented by the Offered Shares to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under the Custody Agreement. Each Selling Shareholder agrees, severally and not jointly, that the Class A Ordinary Shares represented by the transfer forms held in custody for such Selling Shareholder under the Custody Agreements are subject to the interests of the Underwriters hereunder; that the arrangements made by such Selling Shareholder for such custody and the appointment by such Selling Shareholders of the Attorneys-in-Fact by the Power of Attorney, are to the extent set forth therein irrevocable; and that the obligations of such Selling Shareholder hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholder or the occurrence of any other event, or in the case of an estate or a trust, by the death of any executor or trustee or trustees or the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership, limited liability company or corporation, or by the occurrence of any other event. If any individual Selling Shareholder or any such executor, trustee or trustees should die or become incapacitated, or if any of such estate or trusts should be terminated, or if any such partnership, limited liability company or corporation should be dissolved, or if any other such event should occur, before the delivery of the Offered Shares hereunder, certificates for such Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement and actions taken by the Attorneys-in-Fact pursuant to the Power of Attorney shall be as valid as if such death, dissolution or other event or termination had not occurred, regardless of whether or not the Custodian, the Attorneys-in-Fact, or any of them shall have received notice of such death, incapacity, termination, dissolution or other event. The Company Firm Shares Selling Shareholders will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives through the facilities of The Depository Trust Company (“DTC”) for the accounts of the Underwriters, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account account(s) at a bank bank(s) acceptable to the Representatives drawn to the order of the Company at Firm Shares Selling Shareholders for themselves, as the office of Winston & Sxxxxx LLP (“W&S”)case may be, at 10:00 [10 A.M.], New York time, on October 13[●], 20162019, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company Firm Shares Selling Shareholders determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company Optional Shares Selling Shareholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees Optional Shares Selling Shareholders agree to sell to the Underwriters the number of Optional Shares obtained by multiplying the number of Optional Shares specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the name of such Optional Shares Selling Shareholder in Schedule B hereto under the caption “Number of Optional Shares to be Sold” and the Underwriters agree, severally and not jointly, to purchase such denominator of which is the total number of Optional SharesShares (subject to adjustment by the Representatives to eliminate fractions). Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by such adjustments to eliminate fractional shares as the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Sharesdetermine). No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the CompanyOptional Shares Selling Shareholders. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company Optional Shares Selling Shareholders will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by wire transfer to an account account(s) at a bank bank(s) acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available Selling Shareholders for review at the above office of W&S at a reasonable time in advance of such Optional Closing Datethemselves.

Appears in 1 contract

Samples: Underwriting Agreement (GSX Techedu Inc.)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and herein contained, but subject to the terms and conditions herein set forth hereinforth, the Company agrees to sell to the several Underwriters, and each of the Underwriters agreesagree, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 14.327 per share, the respective number numbers of shares of Firm Shares set forth opposite the names of the Underwriters in Schedule A I hereto. ---------- The Company will deliver the Firm Shares to or as instructed by the Representatives FUSI for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the office of Winston Hunton & Sxxxxx LLP (“W&S”)Xxxxxxxx, at 10:00 A.M., New York time, on October 13March 12, 20162002, or at such other time not later than seven (7) full business days thereafter as the Representatives FUSI and the Company determine, such time being herein referred to as the "First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering". The certificates for the Firm Shares so to be delivered or evidence of their issuance will be in definitive form, in such denominations and registered in such names as the Underwriters request and will be made available for review checking and packaging at the above office of W&S FUSI at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives FUSI given to the Company from time to time not more than 30 days subsequent to the date of the ProspectusProspectus (the "Option Period"), the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share Optional Share to be paid for the Firm Shares, Shares less an amount per share equal to any dividends or distribution declared by the Company and distributions per common share payable on the Firm Shares but during the Option Period (to the extent such dividends and distributions were not payable on the Optional Shares). The Company agrees to sell to the Underwriters the number of shares of Optional Shares specified in such notice notice, and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Shares set forth opposite such Underwriter’s 's name in Schedule I hereto bears to the total number of shares of Firm Shares (subject to ---------- adjustment by the Representatives Underwriters to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives FUSI to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional "Option Closing Date,” ", which may be the First Closing Date (the First Closing Date and each Optional Option Closing Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives FUSI but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Option Closing Date to or as instructed by the Representatives FUSI for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives Company drawn to the order of the Company Company, at the above office offices of W&S. Hunton & Xxxxxxxx. The certificates for the Optional Shares being purchased on each Optional Option Closing Date or evidence of their issuance will be in definitive form, in such denominations and registered in such names as FUSI requests upon reasonable notice prior to such Option Closing Date and will be made available for review checking and packaging at the above office of W&S FUSI at a reasonable time in advance of such Optional Option Closing Date.

Appears in 1 contract

Samples: Underwriting Agreement (Mid Atlantic Realty Trust)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees agrees, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per share[●] ADS, the respective that number of Firm Shares set forth opposite the names name of such Underwriter in Schedule B hereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). Executed transfer forms for the Class A Ordinary Shares represented by the Offered Shares to be sold by the Selling Shareholders hereunder have been placed in custody, for delivery under this Agreement, under Custody Agreements made with [●], as custodian (“Custodian”). Each Selling Shareholder agrees that the Class A Ordinary Shares represented by the transfer forms held in custody for the Selling Shareholders under such Custody Agreements are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Shareholders for such custody are to that extent irrevocable, and that the obligations of the Selling Shareholders hereunder shall not be terminated by operation of law, whether by the death of any individual Selling Shareholder or the occurrence of any other event, or in Schedule A heretothe case of a trust, by the death of any trustee or trustees or the termination of such trust. If any individual Selling Shareholder or any such trustee or trustees should die, or if any other such event should occur, or if any of such trusts should terminate, before the delivery of the Offered Shares hereunder, such Offered Shares shall be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death or other event or termination had not occurred, regardless of whether or not the Custodian shall have received notice of such death or other event or termination. The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company for itself and [the Custodian on behalf of the Selling Shareholders], as the case may be, at the office of Winston & Sxxxxx LLP (“W&S”)[●], at 10:00 [●] A.M., New York time, on October 13[●], 20162018, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees and the Selling Shareholders agree to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company and the Selling Shareholders will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company Company, at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing Date[●].

Appears in 1 contract

Samples: Underwriting Agreement (Huami Corp)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees agrees, to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[ ] per shareADS, the respective that number of Firm Shares set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives in advance and drawn to the order of the Company at the office of Winston & Sxxxxx LLP (“W&S”)[ ] a.m., at 10:00 A.M., New York Eastern time, on October 13[ ], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Firm Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share ADS to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives and drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (QUHUO LTD)

Purchase, Sale and Delivery of Offered Shares. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company hereby agrees to sell to the several Underwriterseach Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 US$[ ] per shareADS, the respective that number of Firm Shares ADSs set forth opposite the names name of the Underwriters such Underwriter in Schedule A heretohereto (rounded up or down, as determined by the Representatives in their discretion, in order to avoid fractions). The Company will deliver the Firm Shares to or as instructed by the Representatives for the accounts of the several Underwriters through the facilities of the Depositary Trust Company (“DTC”) in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by official bank check or checks or wire transfer to an account account(s) at a bank bank(s) acceptable to the Representatives drawn to the order of the Company at for itself, as the office of Winston & Sxxxxx LLP (“W&S”)case may be, at 10:00 9:30 A.M., New York time, on October 13[ ], 20162020, or at such other time not later than seven (7) full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” ”. For purposes of Rule 15c6-1 under the Securities Exchange ActAct of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Shares sold pursuant to the offering. The Firm Shares so to be delivered or evidence of their issuance will be made available for review at the above office of W&S at least 24 hours prior to the First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Shares at the purchase price per share to be paid for the Firm Shares, less an amount per share equal to any dividends or distribution declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such number of Optional SharesShares at the Purchase Price per ADS. Such Optional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite such Underwriter’s name bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Shares. No Optional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Shares or any portion thereof may be exercised at any time in whole, or from time to time in part, and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Shares, being herein referred to as an “Optional Closing Date,” ”, which may be the First Closing Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”), shall be determined by the Representatives but shall be not later than three five full business days after written notice of election to purchase Optional Shares is given. The Company will deliver the Optional Shares being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price therefor therefore in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company at the above office of W&S. The Optional Shares being purchased on each Optional Closing Date or evidence of their issuance will be made available for review at the above office of W&S at a reasonable time in advance of such Optional Closing DateCompany.

Appears in 1 contract

Samples: Underwriting Agreement (Pinduoduo Inc.)

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