Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 2 contracts
Samples: Purchase Agreement (Interspeed Inc), Purchase Agreement (Interspeed Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. I. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxFeltl and Company, Xxxxx Xxxxxxx TowerInc., 0000 XxXxxxx Xxxxx, 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxFeltl and Company, Xxxxx Xxxxxxx TowerInc., 0000 XxXxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, XxXxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 2 contracts
Samples: Purchase Agreement (Electromed, Inc.), Purchase Agreement (Electromed, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and Parent Company, at a purchase price of ___% of the number principal amount thereof plus accrued interest from to the Closing Date, the respective principal amounts of Firm Shares Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I A hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters deliver against payment of the purchase price therefor the Securities in the form of one or more permanent global Securities in definitive form (the "Global Securities") deposited with the Trustee as custodian for The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any permanent global Securities will be held only in book-entry form through DTC[, except in the limited circumstances provided for by certified or the procedures of DTC]. Payment for the Securities shall be made by the Underwriters in Federal (same day) funds by official bank check or other next day funds payable checks drawn to the order of the Company and or wire transfer to a bank account of the ParentCompany, as appropriatedesignated at least 2 business days prior to the Closing Date, at the offices office of U.S. Bancorp Xxxxx XxxxxxxCahixx Xxxxxx & Xeinxxx xx 9:00 A.M., Xxxxx Xxxxxxx Tower(New York time), 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date not later than seven full business days thereafter as you Credit Suisse First Boston Corporation ("CSFB") and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If ", against delivery to the Representatives so elect, delivery Trustee as custodian for DTC of the Firm Shares may be made by credit through full fast transfer to Global Securities representing all of the accounts at Securities. The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, Global Securities will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices office of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableCahixx Xxxxxx & Xeinxxx xx least 24 hours prior to the Closing Date.
Appears in 2 contracts
Samples: Chief Auto Parts Inc, Chief Auto Parts Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 the Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this AgreementII hereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx McDexxxxx, Xxll & Emerx, 007 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxx Xxxxxxx TowerXxxxxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or xx such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after 4:30 p.m. Eastern time, Time on the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a15c6-1(c) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives you so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesUnderwriters. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxPipex Xxxxxxx Xxx., Xxxxx Pipex Xxxxxxx TowerXxxer, 000 222 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or xx such other location as may be mutually acceptable.
Appears in 2 contracts
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and Parent the number respective numbers of shares of Firm Shares Stock set forth opposite the name names of such Underwriter the Underwriters in Schedule I A hereto. The purchase price per share to be paid by the Underwriters to the Company for each Firm Share shall the Stock will be $ $11.28 per share (the “Purchase Price”). The obligation of each Underwriter Company will deliver the Firm Stock to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only for the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, through the facilities of The Depository Trust Company or, at the election of the Representatives, in the form of definitive certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 P.M., New York time, on the second (2nd) full business day preceding the Closing Date against payment of the purchase price aggregate Purchase Price therefor by certified or official wire transfer in federal (same day) funds to an account at a bank check or other next day funds specified by the Company payable to the order of the Company and for the Parent, as appropriate, Firm Stock sold by them all at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx LLP, Xxxxx Xxxxxxx Tower00 Xxxxxx Xxxxx, 000 Xxxxx Xxxxx XxxxxxNew York, XxxxxxxxxxxNew York 10001. Time shall be of the essence, Xxxxxxxxx, or such other location as may be mutually acceptable, and delivery at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine place specified pursuant to Rule 15c6- 1(a) under this Agreement is a further condition of the Exchange Act, such obligations of each Underwriter hereunder. The time and date of the delivery being and closing shall be at 9:00 A.M., New York time, on December 5, 2022, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the "First “Closing Date." If ” The Closing Date and the location of delivery of, and the form of payment for, the Firm Stock may be varied by agreement between the Company and the Representatives. The Underwriters may purchase all or less than all of the Optional Stock. The price per share to be paid for the Optional Stock shall be the Purchase Price. The Company agrees to sell to the Underwriters the number of shares of Optional Stock specified in the written notice delivered by the Representatives so electto the Company described below and the Underwriters agree, severally and not jointly, to purchase such shares of Optional Stock. Such shares of Optional Stock shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Stock set forth opposite such Underwriter’s name on Schedule A bears to the total number of shares of Firm Stock (subject to adjustment by the Representatives to eliminate fractions). The option granted hereby may be exercised as to all or any part of the Optional Stock at any time, and from time to time, provided however, that notice of such exercise must be delivered not more than thirty (30) days subsequent to the date of this Agreement. No Optional Stock shall be sold and delivered unless the Firm Stock previously has been, or simultaneously is, sold and delivered. The right to purchase the Optional Stock or any portion thereof may be surrendered and terminated at any time upon notice by Representatives to the Company. The option granted hereby shall be exercised by written notice being given to the Company by Representatives setting forth the number of shares of the Optional Stock to be purchased by the Underwriters and the date and time for delivery of and payment for the Firm Shares Optional Stock. Each date and time for delivery of and payment for the Optional Stock (which may be made by credit through full fast transfer the Closing Date, but not earlier) is herein called the “Option Closing Date” and shall in no event be earlier than two (2) business days (or one (1) business day in the case of the initial Closing Date) nor later than five (5) business days after written notice is given. The Option Closing Date and the Closing Date are herein called the “Closing Dates.” The Company will deliver the Optional Stock to the Representatives for the respective accounts at of the several Underwriters in the case of the Company, through the facilities of The Depository Trust Company designated by or, at the election of the Representatives. Certificates representing the Firm Shares, in the form of definitive form certificates, in each such case, issued in such names and in such denominations as the Representatives may direct by notice in writing to the Company given at or prior to 12:00 P.M., New York time, on the second (2nd) full business day preceding the Option Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank acceptable to the Representatives payable to the order of the Company, all at the offices of Xxxxxx LLP, 00 Xxxxxx Xxxxx, New York, New York 10001. Time shall be of the essence, and registered delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The Company, in such names as you may request upon the event the Representatives elect to have the Underwriters take delivery of definitive certificates instead of delivery from the Company of the certificates through the facilities of The Depository Trust Company, shall make the certificates for the Optional Stock available to the Representatives for examination on behalf of the Underwriters in New York, New York not later than 10:00 A.M., New York Time, at least two one (1) full business days' day prior notice to the Option Closing Date. The Option Closing Date and the location of delivery of, and the form of payment for, the Optional Stock may be varied by agreement between the Company and the Parent, will be made available Representatives. The several Underwriters propose to offer the Stock for checking sale upon the terms and packaging not later than 10:30 a.m., Central time, on conditions set forth in the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableProspectus.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$4.675 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters Representative against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Samples: Purchase Agreement (Micromet, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$1.6275 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Samples: Purchase Agreement (Nanosphere Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx xxxxx, Xxxxx Xxxxxxx TowerXxxx, 000 Xxxxx Xxxxx XxxxxxXxxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” (the First Closing Date and the Second Closing Date, if any, being sometimes referred to as a “Closing Date”). If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx xxxxx, Xxxxx Xxxxxxx TowerXxxx, 000 Xxxxx Xxxxx XxxxxxXxxxxxxxxx, Xxxxxxxxxxx, Xxxxxxxxx00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxx Xxxxxxx TowerP.C., 000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxxxx 0000, XxxxxxxxxXxxxxxx, Xxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 7:00 a.m. Central Pacific time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central Pacific time, on the business day next preceding the First Closing Date at the above-mentioned offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxxxx & Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxP.C., or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Marchex Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 18,966,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$2.726 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representatives, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may will be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the ----------------------------------------- representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $_____ per share plus accrued dividends, if any, from ____ 1997 to the date of payment and Parent delivery, the respective number of Firm Shares as hereinafter set forth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of Firm Shares which is set forth opposite the name of such Underwriter in Schedule I heretoA hereto (subject to adjustment as provided in Section 10). The purchase price Delivery of definitive certificates for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all the Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement shall be made against receipt of each Underwriter is to purchase only the respective a wire transfer reference number of Firm Shares specified in Schedule I. The Firm Shares will be delivered issued by the Company and the Parent to you for the accounts of the several Underwriters against Federal Reserve System evidencing payment of the purchase price therefor by certified or official bank check or other next day funds payable the several Underwriters by wire transfer of immediately available funds, to an account specified in writing by the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerXxxxxx Xxxxxx White & XxXxxxxxx, 000 Xxxxx Xxxxx Xxxxxxxxxx Xxxxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXxxxxxxxxx, 00000 (or at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company), at 9:00 a.m. Central 7:00 A.M., San Francisco time (a) on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth3rd) full business day following the date hereoffirst day that Shares are traded, (b) if this Agreement is executed and delivered after 1:30 P.M., San Francisco time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time and date not later than seven (7) full business days following the first day that Shares are traded as you the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Rule 15c6- 1(a) under the Exchange ActSection 10 hereof), such time and date of payment and delivery being herein referred to as called the "First Closing Date.;" provided, however, that if the Company has not made -------- ------- available to the Representatives copies of the Prospectus within the time provided in Section 4(d) hereof, the Representatives may, in their sole discretion, postpone the Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the Closing Date and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to the Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the Closing Date for the Firm SharesShares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in definitive form their discretion, vary the public offering price. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters), on the inside front cover concerning stabilization and over-allotment by the Underwriters, and under the second paragraph under the caption "Underwriting" in any Preliminary Prospectus and in such denominations and registered in such names as you may request upon at least two business days' prior notice the Prospectus constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement or any Incorporated Document, and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central timeyou, on behalf of the business day next preceding respective Underwriters, represent and warrant to the First Closing Date at Company that the offices statements made therein do not include any untrue statement of U.S. Bancorp Xxxxx Xxxxxxxa material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, Xxxxx Xxxxxxx Towerin the light of the circumstances under which they were made, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptablenot misleading.
Appears in 1 contract
Samples: Underwriting Agreement (Sequus Pharmaceuticals Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$2.256 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Samples: Purchase Agreement (Nanosphere Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$10.81 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereof, or at such other time and date as you the Representatives and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$3.76 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representatives and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer the facilities of the Depository Trust Company’s DWAC system to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $3.055 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCompany, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.being
Appears in 1 contract
Samples: Purchase Agreement (Trans1 Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $238.63125 per share (the “Purchase Price”) the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. 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 the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 900,000 Additional Shares at the Purchase Price, provided, however that the amount per share paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters only to cover over-allotments, if any, and in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 3. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Additional Shares (subject to be adjusted by the Representatives such adjustments to avoid eliminate fractional sharesshares as you may determine) which represents that bears the same proportion of to the total number of Firm Additional Shares to be sold by each of the Company and the Parent pursuant to this Agreement purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter in Schedule I hereto represents bears to the total number of Firm Shares to be purchased by all Underwriters pursuant to this AgreementShares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, Payments for the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will shall be delivered made by the Company and the Parent Underwriters in Federal (same day) funds by wire transfer to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable an account previously designated to the order of the Company and the ParentRepresentatives at 10:00 a.m., as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York City time, the fourth) full business day following the date hereofon May 10, 2021, or at such other time and date not later than seven full business days thereafter as you the Representatives and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First “Closing Date." If ” For purposes of Rule 15c6-1 under the Representatives so electExchange Act, the 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 Firm Shares may be made by credit through full fast transfer sold pursuant to the accounts at offering. The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, Shares will be made available for checking and packaging not later than 10:30 at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. Payments for any Additional Shares shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at 10:00 a.m., Central New York City time, on the date specified in the corresponding notice described in this Section 3 or at such other time on the same or on such other date as shall be designated in writing by the Representatives to be the Option Closing Date. The Additional Shares will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day next preceding prior to the First Closing Date at or the offices applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of U.S. Bancorp Xxxxx Xxxxxxxthe several Underwriters, Xxxxx Xxxxxxx Toweragainst payment of the Purchase Price therefor. The Company agrees to reimburse each of the Underwriters for their respective expenses, 000 Xxxxx Xxxxx Xxxxxxreferred to in Section 5(i) hereof, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableincurred in connection with the performance of their respective obligations under this Agreement.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxx Xxxxxxx TowerProfessional Corporation, 000 Xxxxx Xxxxx XxxxxxXxxx Xxxx Xxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXxxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 7:00 a.m. Central Pacific time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 1:30 p.m. Eastern Pacific time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 8:30 a.m., Central Pacific time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Xxxxx Xxxxxxx TowerProfessional Corporation, 000 Xxxxx Xxxxx XxxxxxXxxx Xxxx Xxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXxxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $94.4295 per share (the “Purchase Price”) the respective number of Firm Shares set forth opposite the names of the Underwriters in Schedule A hereto. 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 the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to 2,350,000 Additional Shares at the Purchase Price, provided, however that the amount per share paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends declared by the Company and payable on the Firm Shares but not payable on such Additional Shares. The Representatives may exercise this right on behalf of the Underwriters only to cover over-allotments, if any, and in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase date must be at least three business days after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 3. On each day, if any, that Additional Shares are to be purchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Additional Shares (subject to be adjusted by the Representatives such adjustments to avoid eliminate fractional sharesshares as you may determine) which represents that bears the same proportion of to the total number of Firm Additional Shares to be sold by each of the Company and the Parent pursuant to this Agreement purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter in Schedule I hereto represents bears to the total number of Firm Shares to be purchased by all Underwriters pursuant to this AgreementShares. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, Payments for the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will shall be delivered made by the Company and the Parent Underwriters in Federal (same day) funds by wire transfer to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable an account previously designated to the order of the Company and the ParentRepresentatives at 10:00 a.m., as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York City time, the fourth) full business day following the date hereofon March 3, 2015, or at such other time and date not later than seven full business days thereafter as you the Representatives and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First “Closing Date." If ” For purposes of Rule 15c6-1 under the Representatives so electExchange Act, the 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 Firm Shares may be made by credit through full fast transfer sold pursuant to the accounts at offering. The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, Shares will be made available for checking and packaging not later than 10:30 at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Closing Date. Payments for any Additional Shares shall be made by the Underwriters in Federal (same day) funds by wire transfer to an account previously designated to the Representatives at 10:00 a.m., Central New York City time, on the date specified in the corresponding notice described in this Section 3 or at such other time on the same or on such other date as shall be designated in writing by the Representatives to be the Option Closing Date. The Additional Shares will be made available for checking at the New York office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP at least 24 hours prior to the Option Closing Date. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day next preceding prior to the First Closing Date at or the offices applicable Option Closing Date, as the case may be. The Firm Shares and Additional Shares shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of U.S. Bancorp Xxxxx Xxxxxxxthe several Underwriters, Xxxxx Xxxxxxx Toweragainst payment of the Purchase Price therefor. The Company agrees to reimburse each of the Underwriters for their respective expenses, 000 Xxxxx Xxxxx Xxxxxxreferred to in Section 5(i) hereof, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableincurred in connection with the performance of their respective obligations under this Agreement.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$18.33 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters Representative against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent Trust agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and Parent Trust, at a purchase price of $[ ] per Security, the number respective numbers of shares of Firm Shares Securities set forth opposite the name names of such Underwriter the Underwriters in Schedule I A hereto. The Trust will deliver the Firm Securities to the Underwriters, against payment of the purchase price for each Firm Share in federal (same day) funds by official bank check or checks or wire transfer to an account at a bank acceptable to Goldxxx, Xxchx & Xo. drawn to the order of the Trust, at the offices of Cahixx Xxxxxx & Xeinxxx, 00 Pxxx Xxxxxx, Xxx Xxxx, XX 00000, xx [ ], New York City time, on November [ ], 2000, or at such other time not later than seven full business days thereafter as Goldxxx, Xxchx & Xo. and the Selling Stockholder determine, such time being herein referred to as the "First Time of Delivery." For purposes of Rule 15c6-1 under the Exchange Act, the First Time of Delivery (if later than the otherwise applicable settlement date) shall be $ the settlement date for payment of funds and delivery of securities for all the Firm Securities sold pursuant to the offering. The obligation certificates for the Firm Securities so to be delivered will be in such form, in such denominations and registered in such names as Goldxxx, Xxchx & Xo. requests and will be made available for checking and packaging at least 24 hours prior to the First Time of Delivery. Each time for the delivery of and payment for the Optional Securities, being herein referred to as a "Second Time of Delivery," which may be the First Time of Delivery (the First Time of Delivery and each Underwriter Second Time of Delivery, if any, being sometimes referred to each as a "Date of the Company and the Parent Delivery"), shall be determined by Goldxxx, Xxchx & Xo. but shall be not later than five full business days and not earlier than two full business days after written notice of election to purchase from Optional Securities is given. The Trust will deliver the Optional Securities being purchased on each Second Time of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents Delivery to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you Trust for the accounts of the several Underwriters against payment of the purchase price therefor in federal (same day) funds by certified or official bank check or other next day funds payable checks or wire transfer to an account at a bank acceptable to the Underwriters drawn to the order of the Company and the Parent, as appropriateTrust, at the offices of U.S. Bancorp Xxxxx XxxxxxxCahixx Xxxxxx & Xeinxxx. Xxe certificates for the Optional Securities being purchased on each Second Time of Delivery will be in such form, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request Goldxxx, Xxchx & Xo. requests upon at least two business days' reasonable notice prior notice to the Company such Second Time of Delivery and the Parent, will be made available for checking and packaging not later than 10:30 a.m.at a reasonable time in advance of such Second Time of Delivery. As compensation to the Underwriters for their commitments hereunder, Central timeand in view of the fact that the proceeds of the sale of the Securities will be used by the Trust as specified in the Contract, on the business day next preceding Selling Stockholder at each Time of Delivery will pay to Goldxxx, Xxchx & Xo., for the First Closing Date accounts of the several Underwriters, an amount equal to $_____ per Security for the Securities to be delivered at such Time of Delivery. Alternatively, as a matter of convenience, the offices Underwriters may, with the written consent of U.S. Bancorp Xxxxx Xxxxxxxthe Selling Stockholder, Xxxxx Xxxxxxx Towerdeduct such amount from the purchase price of the Securities, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or and in such other location as may event the Selling Stockholder shall be mutually acceptabledeemed to have paid the same.
Appears in 1 contract
Samples: Underwriting Agreement (Eleventh Automatic Common Exchange Security Trust)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,400,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. I. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$27.2406 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerXxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxx-Xxxxxx Capital Group LLC, Xxxxx Xxxxxxx TowerMinneapolis, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day wire transfer of immediately available funds payable to an account which shall be designated in writing by the order of the Company and the ParentCompany, as appropriate, at least two full business days prior to the First Closing Date, at the offices of U.S. Bancorp Xxxxx XxxxxxxPiper Jaffray Inc., Xxxxx Xxxxxxx Piper Jaffray Tower, 000 Xxxxx Xxxxx Xxxxxx222 South Ninth Street, XxxxxxxxxxxMinnexxxxxx, XxxxxxxxxXxxxxsota, or such other ox xxxx xxxxx location as may be mutually acceptablexx xxx xx xxxxxxxx xxxxxxxxxx, at 9:00 a.m. Central xx 0:00 x.x. Xentral time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxPiper Jaffray Inc., Xxxxx Xxxxxxx Piper Jaffray Tower, 000 Xxxxx Xxxxx Xxxxxx222 South Ninth Street, XxxxxxxxxxxMinnexxxxxx, XxxxxxxxxXxxxxsota, or such other ox xxxx xxxxx location as may be mutually acceptablexx xxx xx xxxxxxxx xxxxxxxxxx.
Appears in 1 contract
Samples: Purchase Agreement (Roadhouse Grill)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$9.69375 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,700,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. I. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$3.70 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxFeltl and Company, Xxxxx Xxxxxxx TowerInc., 0000 XxXxxxx Xxxxx, 000 Xxxxx Xxxxx XxXxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxFeltl and Company, Xxxxx Xxxxxxx TowerInc., 0000 XxXxxxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, XxXxxxx Xxxxxx Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 5,000,000 Firm Shares Shares, and Parent the Selling Stockholder agrees to sell 1,500,000 the number of Firm SharesShares set forth opposite the name of the Selling Stockholder in Schedule I hereto, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the Selling Stockholder the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto. The purchase price for each Firm Share shall be $ US$ per share. The obligation of each Underwriter to each of the Company and the Parent Selling Stockholder shall be to purchase from each of the Company and the Parent Selling Stockholder that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent Selling Stockholder pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. II. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ US$7.52 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Procter LLP, Xxxxx Xxxxxxx TowerThe New York Times Building, 000 Xxxxx Xxxxx Xxxxxx620 Eighth Avenue, XxxxxxxxxxxNew York, XxxxxxxxxNew York, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxRepresentative, or such other location as may be mutually acceptable.through CDS Clearing and Depository Services Inc.
Appears in 1 contract
Samples: Underwriting Agreement (TEKMIRA PHARMACEUTICALS Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm [ ] Initial Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Initial Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Initial Shares specified in Schedule I. The Firm Initial Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxCanaccord Genuity Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 00 Xxxx Xxxxxx, Xxxxxxxxxxx00xx Xxxxx, XxxxxxxxxXxxxxx, Xxxxxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time [ ] [a.m./p.m.], Eastern time, on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. p.m., Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery of the Firm ” The Initial Shares may will be made by credit credited through full fast transfer to the accounts at The Depository Trust Company as designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.Representative
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $3.30 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Novavax Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto(subject to Section 8(a)). The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of account specified by the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Northland Securities, Inc., 00 Xxxxx XxxxxxxXxxxxxx Xxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx0000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableacceptable to you and the Company, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.as
Appears in 1 contract
Samples: Purchase Agreement Underwriters Warrant Agreement (Iggys House, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of C$7.50 per share against payment by the Company and the Parent shall be to purchase from each of the Company and the Parent that number a fee of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this AgreementC$0.3375 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Canaccord Genuity Corp., Brookfield Place, 000 Xxx Xxxxxx, Xxxxx 0000, X.X. Xxx 000, Xxxxxxx, Xxxxx Xxxxxxx TowerXX, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxx M5J 2S1, or such other location as may be mutually acceptable, at 9:00 a.m. Central 8:00 am Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) fourth full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, or through CDS Clearing and Depository Services Inc. The Representative shall confirm to the Firm Shares, Company in definitive form and in such denominations and registered in such names as you may request upon writing at least two business days' days prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices respective numbers of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may Variable Voting Shares and Common Voting Shares to be mutually acceptabledelivered on the First Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees the Guarantors agree to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter of the Underwriters agrees, severally and not jointly, to purchase from the Company and Parent the number respective principal amount of Firm Shares the Securities set forth opposite the such Underwriters’ name of such Underwriter in Schedule I heretoA hereto at a purchase price of 98.50% of the principal amount of the Notes plus accrued interest from October 12, 2012 to the Closing Date (as hereinafter defined). The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be Guarantors will deliver the Securities to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted or as instructed by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price therefor by certified or official the Underwriters in Federal (same day) funds by wire transfer to an account at a bank check or other next day funds payable acceptable to Credit Suisse drawn to the order of the Company and the Parent, as appropriate, at the offices office of U.S. Bancorp Xxxxx Xxxxx L.L.P. (“Xxxxx Xxxxx”), 000 Xxxxxxxxx, Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable00000, at 9:00 a.m. Central time on the third (or if the Securities are priced10 A.M., as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereofon October 12, 2012, or at such other time and date not later than seven full business days thereafter as you the Representatives and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First “Closing Date." If ”. For purposes of Rule 15c6-1 under the Representatives so electSecurities Exchange Act of 1934, the 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 Firm Shares may be made by credit through full fast transfer Securities sold pursuant to the accounts at offering. The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice Notes so to the Company and the Parent, be delivered or evidence of their issuance will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices above office of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableat least 24 hours prior to the Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $9.8175 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxxand Company, Xxxxx Xxxxxxx TowerLLC, 000 Xxxxx Xxxxx Xxxxxxxxx Xxxxxx, XxxxxxxxxxxXxx Xxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.mutually
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 1,750,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $___ per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 6 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(cI(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(aI(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Stock Purchase Agreement (Matrix Capital Corp /Co/)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 6,841,250 Firm Shares and Parent agrees Pre-Funded Warrants to sell 1,500,000 Firm Shares, purchase up to an aggregate of 2,158,750 shares of Common Stock to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $3.76 per share and $3.7506 for each Pre-Funded Warrant to purchase one share of Common Stock. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares ), and Pre-Funded Warrants (to be sold adjusted by each of the Company and the Parent pursuant Representatives to this Agreement as the number of Firm Shares avoid fractional shares) set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. I. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (cb) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares and Pre-Funded Warrants specified in Schedule I. The Firm Shares and Pre-Funded Warrants will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representatives, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First “Closing Date." ” If the Representatives so elect, delivery of the Firm Shares and/or Pre-Funded Warrants may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm SharesShares and warrants of the Company in the form of Exhibit C hereto representing the Pre-Funded Warrants, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representatives.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day wire transfer of immediately available funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U. S. Bancorp Xxxxx Xxxxxxx Inc., U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerCenter, 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." ". If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U. S. Bancorp Xxxxx Xxxxxxx Inc., U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerCenter, 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Ultimate Electronics Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$5.889 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 12,500,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$5.64 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representatives, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may will be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Underwriting Agreement (Inovio Pharmaceuticals, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each of the Company agrees to issue and sell 2,000,000 Firm Shares and Parent Selling Shareholders agrees to sell 1,500,000 the respective Firm Shares, Shares listed on Schedule I hereto to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from each of the Company and Parent Selling Shareholders, the number of respective Firm Shares set forth opposite the name of such Underwriter in listed on Schedule I hereto. The purchase price for each Firm Share shall be $ $22.00 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent Selling Shareholders to you for the accounts account of the several Underwriters Underwriter against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateSelling Shareholders, at the offices of U.S. Bancorp Xxxxx XxxxxxxPxxxx Xxxxxxx & Co., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx800 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Underwriter so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company (“DTC”) designated by the RepresentativesUnderwriter. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxPxxxx Xxxxxxx & Co., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx800 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [—] Firm Shares and Parent agrees Firm Warrants to sell 1,500,000 Firm Shares, purchase [—] shares of Common Stock to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $[—] per share and $[—] for each Firm Warrant to purchase one share of Common Stock. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares) and Firm Warrants (to be adjusted by the Representative to avoid fractional warrants) which represents the same proportion of the number of Firm Shares and Firm Warrants to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares and Firm Warrants set forth opposite the name of such Underwriter in Schedule I hereto represents compares to the total number of Firm Shares and Firm Warrants to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares and Firm Warrants specified in Schedule I. The Firm Shares and Firm Warrants will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares and/or Firm Warrants may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm SharesShares and warrants of the Company in the form of Exhibit C hereto representing the Firm Warrants, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ Ÿ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ Ÿ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery of ” The Company shall deliver the Firm Shares may be made by credit through full fast transfer to the accounts at facilities of The Depository Trust Company designated by (“DTC”) unless the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentatives shall otherwise instruct.
Appears in 1 contract
Samples: Purchase Agreement (DynaVox Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$47.00 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.than
Appears in 1 contract
Samples: Cryolife Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxCanaccord Genuity Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 00 Xxxx Xxxxxx, Xxxxxxxxxxx00xx Xxxxx, XxxxxxxxxXxxxxx, Xxxxxxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Eastern time, on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. p.m., Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery of the ” The Firm Shares may will be made by credit credited through full fast transfer to the accounts at The Depository Trust Company as designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 an aggregate of 14,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of $1.7625 (the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement“Basic Purchase Price”). In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxxxXxxxx, Xxxxx Xxxxxxx TowerXxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time 10:00 a.m., Eastern time, on the third second (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer using the Deposit/Withdrawal At Custodian (DWAC) program to the accounts at The the Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next inspection at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxxxXxxxx, Xxxxx Xxxxxxx TowerXxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptableagreed.
Appears in 1 contract
Samples: Underwriting Agreement (Acelrx Pharmaceuticals Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$3.72 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters Representative against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and Parent Company, at the price per share set forth in Schedule A, (A) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that A opposite its name plus (B) any additional number of Firm Shares (which such Underwriter may become obligated to be adjusted by purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxFargo Securities, Xxxxx Xxxxxxx TowerLLC, 000 Xxxxx Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central Eastern time on the third second (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereofhereof (unless postponed in accordance with the provisions of Section 10), or at such other time and date as you the Representatives and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First “Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesUnderwriters. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you the Representatives may request upon at least two business days' ’ prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxFargo Securities, Xxxxx Xxxxxxx TowerLLC, 000 Xxxxx Xxxxx Xxxx Xxxxxx, Xxxxxxxxxxx0xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxx Xxxx 00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two one business days' day prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least one business day prior to the First Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxFenwick & West LLP, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 800 Xxxxxxxxxx Xxxxxx, XxxxxxxxxxxXxxxxxxx Xxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Central time Eastern Standard Time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 11:30 a.m., Central timeEastern Standard Time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxFenwick & West LLP, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 800 Xxxxxxxxxx Xxxxxx, XxxxxxxxxxxXxxxxxxx Xxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Asthmatx Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Notes to the several Underwriters, and the Underwriters agree to purchase the respective principal amounts of Firm Notes set forth opposite each Underwriter's name in Schedule I hereto. The purchase price for each Firm Note shall be ____% of the principal amount thereof, which shall reflect an Underwriting Discount of ____% of the principal amount of the Firm Notes payable to the Underwriters. The obligation of each Underwriter agrees, severally and not jointly, to the Company shall be to purchase from the Company and Parent the number that principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereof. In making this Agreement, each Underwriter is contracting severally and not jointly; except . Except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the its respective number principal amount of Firm Shares Notes as specified in Schedule I. The Firm Shares Notes will be delivered by the Company and the Parent to you Xxxxx Xxxxxxx Inc. for the accounts of the several Underwriters each Underwriter's account against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of account designated by the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third (or or, if the Securities Notes are priced, as contemplated by Rule 15c6-1(c) under promulgated pursuant to the Exchange Act, after 4:30 p.m. Eastern Washington, D.C. time, the fourth) full business day following the date hereof, or at such other time and date as you the Underwriters and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of Certificates for the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm SharesNotes, each in definitive form and in such denominations and registered in such names as you the Underwriters may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least one business day prior to the First Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Amresco Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and Parent the Company, that number of Firm Shares set forth in Schedule I opposite the name of such Underwriter, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in Schedule I heretoeach case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares. The purchase price for each Firm Share shall be $ US$19.035 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Procter LLP, Xxxxx Xxxxxxx TowerThe New York Times Building, 000 Xxxxx Xxxxx Xxxxxx620 Eighth Avenue, XxxxxxxxxxxNew York, XxxxxxxxxNew York, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereofhereof (unless postponed in accordance with the provisions of Section 10), or at such other time and date as you the Underwriters and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing , unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentatives shall otherwise instruct.
Appears in 1 contract
Samples: Underwriting Agreement (TEKMIRA PHARMACEUTICALS Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxPiper Jaffray Inc., Xxxxx Xxxxxxx TowerU.S. Bancorp Center, 000 Xxxxx Xxxxx Xxxxxx800 Nicollet Mall, XxxxxxxxxxxMinneapolix, Xxxxxxxxx, or such other location as may be mutually acceptablemxx xx xxxxxxxx xxxxxxxxxx, at 9:00 a.m. Central xx 0:00 x.x. Xentral time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First -9- Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxPiper Jaffray Inc., Xxxxx Xxxxxxx TowerU.S. Bancorp Center, 000 Xxxxx Xxxxx Xxxxxx800 Nicollet Mall, XxxxxxxxxxxMinneapolix, Xxxxxxxxx, or such other location as may be mutually acceptablemxx xx xxxxxxxx xxxxxxxxxx.
Appears in 1 contract
Samples: Purchase Agreement (Advanced Neuromodulation Systems Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$2.068 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter Undwerwriter is to purchase only the respective number of Firm Shares shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Samples: Purchase Agreement (Nanosphere Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto(subject to Section 8(a)). The purchase price for each Firm Share Unit shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$6.00 per Unit. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares Units specified in Schedule I. The Firm Shares Units will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of account specified by the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Northland Securities, Inc., 00 Xxxxx XxxxxxxXxxxxxx Xxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx0000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableacceptable to you and the Company, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares Units may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates Unless you request that the Common Stock and Warrants included in the Firm Units be uncertificated, certificates representing the Common Stock and Warrants included in the Firm SharesUnits, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxNorthland Securities, Xxxxx Xxxxxxx TowerInc., 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptableacceptable to you and the Company.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretohereof, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$16.17 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters Representative against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 5,125,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$3.854 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
Appears in 1 contract
Samples: Purchase Agreement (Medgenics, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ US$7.52 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Procter LLP, Xxxxx Xxxxxxx TowerThe New York Times Building, 000 Xxxxx Xxxxx Xxxxxx620 Eighth Avenue, XxxxxxxxxxxNew York, XxxxxxxxxNew York, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxRepresentative, or such other location as may be mutually acceptable.through CDS Clearing and Depository Services Inc.
Appears in 1 contract
Samples: Underwriting Agreement (TEKMIRA PHARMACEUTICALS Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$0.4650 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may in book-entry form shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 [ — ] Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $[ — ] per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx, Xxxxx & Xxxxxxx TowerLLP, 000 Xxxxx Xxxxx Xxx Xxxx Xxxx Xxxxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.following
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the 5,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Purchase Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co. Inc., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co. Inc., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Langer Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares to the Underwriter, and Parent the Underwriter agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase such shares from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretoCompany. The purchase price for each Firm Share shall be $ $1.88 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Underwriter so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesUnderwriter. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxx TowerXxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. I. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof8, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check wire transfer of Federal or other next day funds payable immediately available to the order of accounts specified by the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxMDB Capital Group LLC, 000 Xxxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx Tower0000, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXX 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central Pacific time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates Facsimiles of certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging review not later than 10:30 a.m., Central a.m. Pacific time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableDate.
Appears in 1 contract
Samples: Superconductor Technologies Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [ ] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $[ ] per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDay, Xxxxx Xxxxxxx TowerNorth Point, 000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third [third] (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the [fourth]) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxDay, Xxxxx Xxxxxxx TowerNorth Point, 000 Xxxxx Xxxxx Xxxxxxxx Xxxxxx, XxxxxxxxxxxXxxxxxxxx, XxxxxxxxxXxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to issue and sell 2,000,000 Firm Shares and Parent agrees cause the Trust to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and Parent Trust, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each principal amount of the Company and the Parent shall be to purchase from each Class of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto represents at a purchase price equal to the total number of Firm Shares Total Price to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares Seller specified in Schedule I. The Firm Shares will be delivered by III hereto plus accrued interest, if any, at the Company applicable Interest Rate from February 23, 1999 to (but excluding) the Closing Date, and the Parent principal balance of the Certificates set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price equal to you the Total Price to Seller specified in Schedule IV hereto plus accrued interest, if any, at the Pass-Through Rate from February 23, 1999 to (but excluding) the Closing Date. The Seller will deliver the Securities (except for one Certificate in the principal amount of $128,156) to the Representative, for the accounts account of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next day wire transfer of immediately available funds payable to the order of Seller, or to such bank as may be designated by the Company and the Parent, as appropriateSeller, at the offices office of U.S. Bancorp Xxxxxxx Xxxx & Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, LLP 000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxx Xxxx, XxxxxxxxxXxx Xxxx 00000 on February 23, or such other location as may be mutually acceptable1999, at 9:00 a.m. Central time on the third (or if the Securities are priced10:00 a.m., as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York City time, the fourth) full business day following the date hereof, or at such other time and date not later than seven full business days thereafter as you the Representative and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange ActSeller determine, such time and date of delivery being herein referred to as the "First Closing Date." If The Notes to be so delivered will be initially represented by one or more Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes registered in the Representatives so electname of Cede & Co., delivery the nominee of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated ("DTC"). The interests of beneficial owners of the Notes will be represented by book entries on the records of DTC and participating members thereof. The Certificates to be so delivered will be represented by one or more Certificates issued in fully registered certificated form, registered in the name(s) requested by the RepresentativesRepresentative two (2) Business Days prior to the Closing Date. Certificates representing the Firm Shares, One Certificate in definitive form and in such denominations the principal amount of $128,156 will be retained by the Seller and registered in such names as you may request upon at least two business days' prior notice to the Company name of CIT GP (the "GP Certificate"). Definitive Notes will be available only under the limited circumstances set forth in the Indenture and Trust Agreement. The notes and certificates evidencing the Parent, Notes and Certificates will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxxxx Xxxx & Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableLLP at least 24 hours prior to the Closing Date.
Appears in 1 contract
Samples: Cit Marine Trust 1999-A
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $29.22 per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, 00xx Xxxxx, Xxxxx Xxxxxxx TowerXxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter Selling Stockholder agrees, severally and not jointly, to purchase from sell to the Company and Parent Underwriter the number of Firm Shares Securities set forth opposite the name of such Underwriter Selling Stockholder in Schedule I A hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company , and the Parent shall be Underwriter agrees to purchase from each the Selling Stockholders the Firm Securities at a purchase price of $12.13 per share. The Selling Stockholders will deliver the Firm Securities through the facilities of the Depository Trust Company and (“DTC”) for the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion account of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor in federal (same day) funds by certified or official bank check or other next day funds payable checks or wire transfer to an account at a bank acceptable to the Underwriter drawn to the order of the Company and the Parent, as appropriatesuch Selling Stockholder, at the offices office of U.S. Bancorp Xxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable00000, at 9:00 a.m. Central time on the third (or if the Securities are priceda.m., as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereofon November 12, 2021, or at such other time and date not later than seven full business days thereafter as you the Underwriter and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "“First Closing Date." If ”. For purposes of Rule 15c6-1 under the Representatives so electExchange 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 all of the Securities sold pursuant to the offering. Delivery of the Firm Shares may Securities will be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by facilities of the RepresentativesDTC unless the Underwriter shall otherwise instruct. Certificates representing In addition, upon written notice from the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice Underwriter given to the Company and the ParentSelling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities to be sold by the Selling Stockholders as to which the Underwriter is exercising the option and (ii) the time, date and place at which the Optional Securities will be made available delivered (each time for checking the delivery of and packaging not later than 10:30 a.m., Central time, on payment for the business day next preceding Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date at and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Selling Stockholders agree, severally and not jointly, to sell to the offices Underwriter the respective numbers of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxOptional Securities obtained by multiplying the number of Optional Securities specified in such notice by a fraction the numerator of which is the number of shares set forth opposite the names of such Selling Stockholders in Schedule A hereto under the caption “Number of Optional Securities to be Sold” and the denominator of which is the total number of Optional Securities (subject to adjustment by the Underwriter to eliminate fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or such other location as simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be mutually acceptableexercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Underwriter to the Company and the Selling Stockholders.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 1,400,000 Firm Shares, to the several Underwriters, and each Underwriter Selling Stockholder agrees, severally and not jointly, to purchase from the Company and Parent sell the number of Firm Shares set forth opposite the name of such Underwriter Selling Stockholder in Schedule I hereto, to the Underwriters, and the Underwriters agree to purchase from the Company and the Selling Stockholders the Firm Shares. The purchase price for each Firm Share shall be $ $[_______] per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of U.S. Bancorp Pipex Xxxxxxx Xxx., Pipex Xxxxxxx Xxxer, 222 Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 0xx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXX, or 00000 xx such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof (or, the fourth full business day if this Agreement is executed after 4:30 p.m. Eastern Standard Time on the date hereof), or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Pipex Xxxxxxx Xxx., Pipex Xxxxxxx Xxxer, 222 Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 0xx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXX, or 00000 xx such other location as may be mutually acceptable, on the business day prior to the First Closing Date.
Appears in 1 contract
Samples: Data Translation Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ [$__________] per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire/same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxPipex Xxxxxxx Xxx., 800 Xxxxxxxx Xxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx000, Xxxxxxxxxxx, Xxxxxxxxx, or xx such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.,
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$2.1696 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third second (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may in book-entry form shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxxxxx Xxxxxxx PC, Xxxxx Xxxxxxx Tower1251 Avenue of the Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxxxxx Xxxxxxx PC, Xxxxx Xxxxxxx Tower1251 Avenue of the Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Warrants to the several UnderwritersUnderwriter, and each the Underwriter agrees, severally and not jointly, agrees to purchase from the Company and Parent the number of Firm Shares and Firm Warrants set forth opposite the name of such the Underwriter in Schedule I hereto. The purchase price for each Firm Share and accompanying Firms Warrant shall be $ $1.0695 (the “Offering Price”), representing an offering price of $1.0602 per Firm Share, with the accompanying Firm Warrant offered at a purchase price of $0.0093 per warrant. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares Securities will be delivered by the Company and to the Parent to you for the accounts of the several Underwriters Underwriter against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxxx Xxxxxx Xxxxxxx & Xxxxxxx, Xxxxx Xxxxxxx TowerLLP, 000 Xxxxx Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, Xxxxxxxxxxx00xx Xxxxx, XxxxxxxxxXxx Xxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Underwriter, at 9:00 10:00 a.m. Central Eastern time on the third second (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereof, or at such other time and date as you the Underwriter and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may in book-entry form shall be made by credit through full fast transfer to the accounts account at The Depository Trust Company designated by the Representatives. Certificates representing Underwriter, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableUnderwriter shall otherwise instruct.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[ ] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except . Except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. II. The Firm Shares will be delivered by the Company and to the Parent to you Representatives for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxPxxxx Xxxxxxx & Co., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx800 Xxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you the Representatives and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you the Representatives may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxPxxxx Xxxxxxx & Co., Xxxxx Xxxxxxx TowerMinneapolis, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Hallmark Financial Services Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 6,155,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$6.11 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
Appears in 1 contract
Samples: Purchase Agreement (Medgenics, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares, and each Selling Shareholder agrees, severally and not jointly, to sell the number of Firm Shares and Parent agrees to sell 1,500,000 Firm Sharesset forth opposite the name of such Selling Shareholder in Schedule I hereto, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the Selling Shareholders the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto. The purchase price for each Firm Share shall be $ per share. The obligation of each Underwriter to each of the Company and the Parent Selling Shareholders shall be to purchase from each of the Company and the Parent Selling Shareholders that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent Selling Shareholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I II hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. II. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Securities to the several UnderwritersInitial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company and Parent the number Company, $90,000,000 aggregate principal amount of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Securities at a purchase price for each Firm Share shall be $ Security equal to 98.75% of the principal amount of the Firm Security plus accrued interest, if any, from October 14, 2009 to the date of the payment and delivery (the “Purchase Price”). The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares Securities will be delivered by the Company and to the Parent to you for the accounts account of the several Underwriters Initial Purchaser against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable funds, to an account specified by the order of the Company and the ParentCompany, as appropriate, with such closing to take place at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx & Co., 000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx Tower0000, 000 Xxxxx Xxxxx XxxxxxXxx Xxxxxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced7:00 a.m., as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Pacific time, the fourth) full business day following the date hereofon October 14, 2009, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may Securities shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesInitial Purchaser. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentSecurities, will be made available for checking and packaging not later than 10:30 8:30 a.m., Central Pacific time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx & Co., 000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxxx Tower0000, 000 Xxxxx Xxxxx XxxxxxXxx Xxxxxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Finisar Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 6,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified as to such Underwriter in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds Federal Funds wire transfer payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx TowerU.S. Bancorp Center, 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The the Depository Trust Company ("DTC") designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two (2) business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx TowerU.S. Bancorp Center, 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 3,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I heretoShares. The purchase price for each Firm Share shall be $ $________________ per share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next same day funds payable to the order of the Company and the ParentCompany, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Onyx Pharmaceuticals Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Notes to the several Underwriters, and the Underwriters agree to purchase the respective principal amounts of Firm Notes set forth opposite each Underwriter's name in Schedule I hereto. The purchase price for each Firm Note shall be 96.0% of the principal amount thereof, which shall reflect an Underwriting Discount of 4.0% of the principal amount of the Firm Notes payable to the Underwriters. The obligation of each Underwriter agrees, severally and not jointly, to the Company shall be to purchase from the Company and Parent the number that principal amount of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereof. In making this Agreement, each Underwriter is contracting severally and not jointly; except . Except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the its respective number principal amount of Firm Shares Notes as specified in Schedule I. The Firm Shares Notes will be delivered by the Company and the Parent to you Xxxxx Xxxxxxx Inc. for the accounts of the several Underwriters each Underwriter's account against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of account designated by the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third (or or, if the Securities Notes are priced, as contemplated by Rule 15c6-1(c) under promulgated pursuant to the Exchange Act, after 4:30 p.m. Eastern Washington, D.C. time, the fourth) full business day following the date hereof, or at such other time and date as you the Underwriters and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of Certificates for the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm SharesNotes, each in definitive form and in such denominations and registered in such names as you the Underwriters may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least one business day prior to the First Closing Date.
Appears in 1 contract
Samples: Amresco Inc
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 an aggregate of 7,272,727 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of $2.6125 (the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement“Basic Purchase Price”). In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxxxXxxxx, Xxxxx Xxxxxxx TowerXxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time 10:00 a.m., Eastern time, on the third second (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer using the Deposit/Withdrawal At Custodian (DWAC) program to the accounts at The the Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next inspection at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxxx & Xxxxxxx LLP, 00000 Xxxx Xxxxx XxxxxxxXxxxx, Xxxxx Xxxxxxx TowerXxx Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, XxxxxxxxxXxxxxxxxxx 00000, or such other location as may be mutually acceptableagreed.
Appears in 1 contract
Samples: Underwriting Agreement (Acelrx Pharmaceuticals Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesSelling Stockholders agree, severally and not jointly, to issue and sell the Firm Shares to the Underwriters, and the Underwriters agree to purchase from the Company and Parent the number of Selling Stockholders the Firm Shares set forth opposite the name of such Underwriter in Schedule I heretoShares. The purchase price for each Firm Share shall will be $ $[l] per share. The obligation of each Underwriter to each of the Company and the Parent Selling Stockholders shall be to purchase from each of the Company and the Parent Selling Stockholders that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent Selling Stockholders pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I III hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (ca) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. III. The Firm Shares will be delivered by the Company and the Parent Selling Stockholders to you the Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, Selling Stockholders at the offices of U.S. Bancorp Northland Securities, Inc., 40 Xxxxx XxxxxxxXxxxxxx Xxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx0000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts account at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, Shares in definitive form and in such denominations and registered in such names as you may request request, upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxNorthland Securities, Xxxxx Xxxxxxx TowerInc., 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Magnegas Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 13,727,251 Firm Shares and Parent agrees Pre-Funded Warrants to sell 1,500,000 Firm Shares, purchase up to an aggregate of 4,175,975 shares of Common Stock to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ $1.55 per share and $1.54 for each Pre-Funded Warrant to purchase one share of Common Stock. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives Representative to avoid fractional shares), and Pre-Funded Warrants (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. I. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (cb) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares and Pre-Funded Warrants specified in Schedule I. The Firm Shares and Pre-Funded Warrants will be delivered by the Company and the Parent to you for the accounts of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First “Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares and/or Pre-Funded Warrants may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm SharesShares and warrants of the Company in the form of Exhibit C hereto representing the Pre-Funded Warrants, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx xxx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptableagreed upon by the Company and the Representative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$6.815 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (cb) of this Section 3 and in Section 8 hereof3, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxx & Xxxxxxx LLP, 000 Xxxx Xxxxxx Xxxxx, Xxxxx Xxxxxxx TowerXxxx, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxxxxxxxxx 00000 or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ US$21.00 per Firm Share. The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and to the Parent to you Representative for the accounts account of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxSheppard, Xxxxx Mullin, Xxxxxxx Tower& Xxxxxxx XXX, 000 Xxxxx Xxxxx Xxxxxx00 Xxxxxxxxxxx Xxxxx, XxxxxxxxxxxXxx Xxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 10:30 a.m. Central Eastern time on the third second (or if the Securities Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourththird) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer Deposit/Withdrawal At Custodian (“DWAC”) to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing For the Firm Sharespurposes hereof, a “business day” shall mean any day other than a Saturday, Sunday or statutory or civic holiday or any other day on which banks are not open for in-person business in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCity of New York, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableNew York.
Appears in 1 contract
Samples: Underwriting Agreement (Skylight Health Group Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Seller agrees to issue and sell 2,000,000 Firm Shares and Parent agrees cause the Trust to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesthe Underwriters agree, severally and not jointly, to purchase from the Company and Parent Trust, the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each principal amount of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares Notes set forth opposite the name of such Underwriter in Schedule I hereto represents at a purchase price equal to the total number of Firm Shares Total Price to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares Seller specified in Schedule I. The Firm Shares will be delivered by III hereto plus accrued interest at the Company Class A Rate from February 15, 1996 to (but excluding) the Closing Date, and the Parent principal balance of the Certificates set forth opposite the name of such Underwriter in Schedule I hereto at a purchase price equal to you the Total Price to Seller specified in Schedule IV hereto plus accrued interest at the Pass-Through Rate from February 15, 1996 to (but excluding) the Closing Date. The Seller will deliver the Securities to the Representative, for the accounts account of the several Underwriters Underwriters, against payment of the purchase price therefor by certified or official bank check or other next day wire transfer of immediately available funds payable to the order of Seller, or to such bank as may be designated by the Company and the Parent, as appropriateSeller, at the offices office of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerXxxx & Xxxxx, 000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxx Xxxx, XxxxxxxxxXxx Xxxx 00000 on February 22, or such other location as may be mutually acceptable1996 at 10:00 a.m., at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York City time, the fourth) full business day following the date hereof, or at such other time and date not later than seven full business days thereafter as you the Representative and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange ActSeller determine, such time and date of delivery being herein referred to as the "First Closing Date." If The Securities to be so delivered will be initially represented by one or more Notes and one or more Certificates registered in the Representatives so electname of Cede & Co., delivery the nominee of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated ("DTC"). The interests of beneficial owners of the Securities will be represented by book entries on the Representativesrecords of DTC and participating members thereof. Certificates representing the Firm Shares, One Certificate in definitive form and in such denominations and the principal amount of $150,000 will be registered in such names as you may request upon at least two business days' prior notice to the Company name of CIT GP (the "GP Certificate"). Definitive Notes and Definitive Certificates (other than the Parent, GP Certificate) will be available only under the limited circumstances set forth in the Indenture and Trust Agreement. The notes and certificates evidencing the Notes and Certificates will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxxxx Xxxx & Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableat least 24 hours prior to the Closing Date.
Appears in 1 contract
Samples: Cit Group Securitization Corp Ii
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$_____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Delivery of definitive certificates for the Firm Shares will to be delivered purchased by the Company Underwriters pursuant to this Section 3 and the Parent to you for the accounts of the several Underwriters Warrants shall be made against payment of the purchase price therefor by the several underwriters (or by the Representatives in the case of the warrants) by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxFirst Albany Corporation, Xxxxx Xxxxxxx Tower, 000 00 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., New York time, (a) if this Agreement is executed and delivered after 4:30 p.m., New York time, on the third fourth (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth4th) full business day following the date hereofday that this Agreement is executed and delivered, (b) if clause (a) of this sentence is inapplicable, then on the third (3rd) full business day following the first day on which the Securities are traded (or at such other time and date as you to which payment and the Company determine delivery shall have been postponed pursuant to Rule 15c6- 1(a) under the Exchange ActSection 8 hereof), such time and date of delivery being herein referred to as the "First Closing Date." "; provided, however, that if the Company has not made available to the Representatives copies of the Prospectus within the time provided in Section 4(a)(vi) hereof, the Representatives may, in their sole discretion, postpone the First Closing Date until no later than two (2) full business days following delivery of copies of the Prospectus to the Representatives. The certificates for the Firm Shares and the Warrants, in definitive form and in such denominations and registered in such names as you may request upon at least three (3) business days' prior notice to the Company and the Custodian, will be made available for checking and packaging at the offices of First Albany Corporation, 00 Xxxxx Xxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptable, at least one (1) business day prior to the First Closing Date. If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The the Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Underwriting Agreement (Talx Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 6,200,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$2.5575 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may in book-entry form shall be made by credit through full fast transfer via Deposit/Withdrawal At Custodian (“DWAC”) to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
Appears in 1 contract
Samples: Purchase Agreement (Vericel Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forthforth herein, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number respective principal amounts of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I heretoA hereto opposite its name at a purchase price of $[●] per Security (the “Purchase Price”). The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of Transfer Agent will deliver the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement Securities to, or as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereofinstructed by, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representative against payment of the purchase price therefor Purchase Price in Federal (same day) funds by certified or official bank check or other next day funds payable checks or wire transfer to an account at a bank acceptable to the order of the Company and the Parent, as appropriateRepresentative, at the offices office of U.S. Bancorp [Hunton Xxxxxxx Xxxxx Xxxxxxx, Xxxxx Xxxxxxx TowerLLP, 000 Xxxxx Xxxxx Xxxxxx Xxxxxx, XxxxxxxxxxxSuite 4200, XxxxxxxxxHouston, or such other location as may be mutually acceptableTexas 77002, at 9:00 a.m. Central time 10:00 A.M.], [New York time], on the third (or if the Securities are priced[●], as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof2021, or at such other time and date not later than seven (7) full business days thereafter as you the Representative and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "“First Closing Date." If ” For purposes of Rule 15c6-1 under the Representatives so electExchange 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 Securities sold pursuant to the offering. Delivery of the Firm Shares may Securities will be made by credit through full fast transfer to the accounts at facilities of The Depository Trust Company designated by (“DTC”) unless the RepresentativesRepresentative shall otherwise instruct. Certificates representing In addition, upon written notice from the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice Representative given to the Company from time to time not more than thirty (30) days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities 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 Representative to the Company. Any exercise note shall specify the principal amount of Optional Securities to be purchased by the Underwriters and the Parentdate on which such Optional Securities are to be purchased. Each time for the delivery of and payment for the Optional Securities, will being herein referred to as an “Optional Closing Date,” which may be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding 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 Representative but shall not be earlier than the First Closing Date nor later than five (5) full business days after written notice of election to purchase Optional Securities is given. On each Optional Closing Date, each Underwriter agrees, severally and not jointly, to purchase the principal amount of Optional Securities (subject to such adjustments to eliminate fractional Securities as the Representative may determine) that bears the same proportion as the principal amount of Firm Securities set forth in Schedule A hereto opposite the name of such Underwriter to the aggregate principal amount of Firm Securities. Time shall be of the essence, and delivery at the offices time and place specified pursuant to this Agreement is a further condition of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may the obligation of each Underwriter hereunder. The delivery of any Optional Securities will be mutually acceptablemade through the facilities of DTC unless the Representative shall otherwise instruct.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Units to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule I hereto, subject to adjustments in accordance with Section 9 hereof. The purchase price for each Firm Share Unit shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper Unit. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 9 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares Units specified in Schedule I. The Firm Shares Units will be delivered by the Company and to the Parent to you Representative for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. am Central time on the third (or if the Securities Firm Units are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern New York time, the fourth) full business day following the date hereof, or at such other time and date as you the Representative and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing” and the “First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.”
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject Subject to the terms and conditions herein set forth, the Company agrees Issuing Companies agree to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several UnderwritersInitial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company CalGen Companies, at a purchase price of $1,660,800,000.00 for all of the Securities. Upon purchase by the Initial Purchaser of the Securities, the Initial Purchaser proposes to offer the Securities for sale upon the terms and Parent the number of Firm Shares conditions set forth opposite in the name of such Underwriter in Schedule I heretoOffering Documents. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares Issuing Companies will be delivered by the Company and the Parent to you for the accounts of the several Underwriters deliver against payment of the purchase price therefor the Securities in the form of one or more global Securities in definitive form (the "GLOBAL SECURITIES") deposited by certified or on behalf of the Issuing Companies with The Depository Trust Company ("DTC") and registered in the name of Cede & Co., as nominee for DTC. Interests in any Global Securities will be held only in book-entry form through DTC, except in the limited circumstances that are described in the Offering Documents. Payment for the Securities shall be made by the Initial Purchaser in Federal (same day) funds by official bank check or other next day funds payable checks or wire transfer to an account at a bank acceptable to the Initial Purchaser drawn to the order of the Company and the ParentCalpine Generating Company, as appropriate, LLC at the offices office of U.S. Bancorp Xxxxx Xxxxxxxxx & Xxxxxxx, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableXX 00000, at 9:00 a.m. Central time A.M. (New York time), on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereofMarch 23,2004, or at such other time and date thereafter as you the Initial Purchaser and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actmay agree upon in writing, such time and date of delivery being herein referred to as the "First Closing Date.CLOSING DATE," If against delivery to the Representatives so elect, delivery Trustee as custodian for DTC of the Firm Shares may be made by credit through full fast transfer to Global Securities representing all of the accounts at Securities. The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, Global Securities will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices above office of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx & Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, (or such other location as the Initial Purchaser may be mutually acceptabledirect) at least 24 hours prior to the Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 [—] Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$[—] per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxXxxxxxxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives Representative so electelects, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesRepresentative. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, or evidence of their issuance, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower& Co., 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 6,250,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$____ per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day wire transfer of immediately available funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third full business day (or or, if the Securities Firm Shares are priced, priced as contemplated by Rule 15c6-1(c) under of the Exchange Act, after 4:30 p.m. Eastern p.m., Washington, D.C. time, the fourth) fourth full business day day) following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least one business day prior to the First Closing Date.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 2,500,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$4.9534 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxCanaccord Genuity Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx 99 Xxxx Xxxxxx, Xxxxxxxxxxx00xx Xxxxx, XxxxxxxxxXxxxxx, Xxxxxxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Eastern time, on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. p.m., Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery of the ” The Firm Shares may will be made by credit credited through full fast transfer to the accounts at The Depository Trust Company as designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees and the Guarantors agree to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Securities to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number aggregate principal amount of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share Security shall be $ equal to 97% of the principal amount of the Firm Security plus accrued interest, if any, from June 27, 2006 to the date of payment and delivery (the “Purchase Price”). The obligation of each Underwriter to each of the Company and the Parent Guarantors shall be to purchase from each of the Company and the Parent Guarantors that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereto. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number principal amount of Firm Shares Securities specified in Schedule I. The Firm Shares Securities will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." ” If the Representatives so elect, delivery of the Firm Shares Securities may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm SharesSecurities, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' ’ prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of Pxxxx Xxxxxxx & Co., U.S. Bancorp Xxxxx XxxxxxxCenter, Xxxxx Xxxxxxx Tower800 Nicollet Mall, 000 Xxxxx Xxxxx XxxxxxMinneapolis, Xxxxxxxxxxx, XxxxxxxxxMinnesota, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (American Medical Systems Holdings Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm Shares and Parent agrees to sell 1,500,000 2,800,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next day funds payable to the order of the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) fourth full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 1(a) under the Exchange Actdetermine, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at least one business day prior to the First Closing Date.
Appears in 1 contract
Samples: Purchase Agreement (Advantage Learning Systems Inc)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementper share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxCooley Godward Kronish LLP, Xxxxx 0000 Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXxxxxxxxxx, 00000, or such other location as may be mutually acceptable, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentCompany, will be made available for checking and packaging not later than 10:30 10:00 a.m., Central Eastern time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx XxxxxxxCooley Godward Kronish LLP, Xxxxx 0000 Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, XxxxxxxxxxxXxxx Xxxx, XxxxxxxxxXxxxxxxxxx, 00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: CyDex Pharmaceuticals, Inc.
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, Securities to the several UnderwritersInitial Purchaser, and each Underwriter agrees, severally and not jointly, the Initial Purchaser agrees to purchase from the Company and Parent the number Company, $225,000,000 aggregate principal amount of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Securities at a purchase price for each Firm Share shall be $ Security equal to 98.54% of the principal amount of the Firm Security plus accrued interest, if any, from December 16, 2013 to the date of the payment and delivery (the “Purchase Price”). The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares Securities will be delivered by the Company and to the Parent to you for the accounts account of the several Underwriters Initial Purchaser against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable funds, to an account specified by the order of the Company and the ParentCompany, as appropriate, with such closing to take place at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxxxx & Xxxxxx, XxxxxxxxxxxProfessional Corporation, Xxxxxxxxx650 Page Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central time on the third (or if the Securities are priced7:00 a.m., as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Pacific time, the fourth) full business day following the date hereofon December 16, 2013, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may Securities shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesInitial Purchaser. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the ParentSecurities, will be made available for checking and packaging not later than 10:30 8:30 a.m., Central Pacific time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxxxx & Xxxxxx, XxxxxxxxxxxProfessional Corporation, Xxxxxxxxx650 Page Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000, or such other location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (Finisar Corp)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 9,500,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$8.00 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx XxxxxxxDechert LLP, Xxxxx Xxxxxxx Tower0000 Xxxxxx xx Xxxxxxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, Xxxxxxxxx, Xxx Xxxx 00000 or such other location as may be mutually acceptableagreed upon by the Company and the Representatives, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may will be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable.
Appears in 1 contract
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 3,640,000 Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company and Parent the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement$5.17 per share. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 2 and in Section 8 7 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the Parent, as appropriate, at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxxxx & Xxxxxxx TowerLLP, 000 Xxxxx Xxxxx Xxxxxx Xxxxxx, XxxxxxxxxxxXxx Xxxx, Xxxxxxxxx, XX 00000-0000 or such other location as may be mutually acceptableagreed upon by the Company and the Representative, at 9:00 10:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereof, or at such other time and date as you and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "“First Closing Date." If the Representatives so elect, delivery ” Delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing Representative, unless the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableRepresentative shall otherwise instruct.
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Samples: Purchase Agreement (Medgenics, Inc.)
Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 the Firm Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and each Underwriter agreesUnderwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Company and Parent Company, at the price per share set forth in Schedule A, (A) the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that A opposite its name plus (B) any additional number of Firm Shares (which such Underwriter may become obligated to be adjusted by purchase pursuant to the provisions of Section 10 hereof, subject to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreement. In making this Agreement, each Underwriter is contracting severally and not jointly; except as provided in paragraph (c) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the respective number of Firm Shares specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent Custodian to you for the accounts of the several Underwriters against payment of the purchase price therefor by certified or official bank check or other next wire transfer of same day funds payable to the order of the Company and the ParentCustodian, as appropriate, at the offices of U.S. Bancorp Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx XxxxxxxIncorporated, Xxxxx Xxxxxxx TowerXxx Xxxxxx Xxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable, at 9:00 a.m. Central Eastern time on the third (or if the Securities are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date hereofhereof (unless postponed in accordance with the provisions of Section 10), or at such other time and date as you the Representatives and the Company determine pursuant to Rule 15c6- 15c6-1(a) under the Exchange Act, such time and date of delivery being herein referred to as the "First “Closing Date." ” If the Representatives so elect, delivery of the Firm Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the RepresentativesUnderwriters. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you the Representatives may request upon at least two business days' ’ prior notice to the Company and the ParentCustodian, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next at a reasonable time preceding the First Closing Date at the offices of U.S. Bancorp Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx XxxxxxxIncorporated, Xxxxx Xxxxxxx TowerXxx Xxxxxx Xxxx, 000 Xxxxx Xxxxx XxxxxxXxx Xxxx, Xxxxxxxxxxx, XxxxxxxxxXxx Xxxx 00000, or such other location as may be mutually acceptable.
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Purchase, Sale and Delivery of Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to issue and sell 2,000,000 Firm the Shares and Parent agrees to sell 1,500,000 Firm Shares, to the several Underwriters, and the Underwriters agree to purchase the respective numbers of Shares set forth opposite each Underwriter's name in Schedule I hereto. The purchase price for each Share shall be $ __________, which shall reflect an Underwriting Discount of $ __________ payable to the Underwriters. The obligation of each Underwriter agrees, severally and not jointly, to the Company shall be to purchase from the Company and Parent the that number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The purchase price for each Firm Share shall be $ . The obligation of each Underwriter to each of the Company and the Parent shall be to purchase from each of the Company and the Parent that number of Firm Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion of the number of Firm Shares to be sold by each of the Company and the Parent pursuant to this Agreement as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto represents to the total number of Firm Shares to be purchased by all Underwriters pursuant to this Agreementhereof. In making this Agreement, each Underwriter is contracting severally and not jointly; except . Except as provided in paragraph (cb) of this Section 3 and in Section 8 hereof, the agreement of each Underwriter is to purchase only the its respective number of Firm Shares as specified in Schedule I. The Firm Shares will be delivered by the Company and the Parent to you Xxxxx Xxxxxxx Inc. for the accounts of the several Underwriters each Underwriter's account against payment of the purchase price therefor by certified or official bank check or other wire transfer of next day funds payable to the order of account designated by the Company and the Parent, as appropriateCompany, at the offices of U.S. Bancorp Xxxxx XxxxxxxXxxxxxx Inc., Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptable, at 9:00 a.m. Central time a.m., Minneapolis time, on the third (or or, if the Securities Shares are priced, as contemplated by Rule 15c6-1(c) under promulgated pursuant to the Exchange Act, after 4:30 p.m. Eastern timeWashington, D.C. time on the date of this Agreement, the fourth) full business day following the date hereof, or at such other time and date as you the Underwriters and the Company determine pursuant to Rule 15c6- 15c6-1(a) under promulgated pursuant to the Exchange Act, such time and date of delivery being herein referred to as the "First Closing Date." If At the Representatives so electoption of the Underwriters, delivery of the Firm Shares may shall be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. Certificates representing the Firm Shares, in definitive form and in such denominations and registered in such names as you may request upon at least two business days' prior notice to the Company and the Parent, will be made available for checking and packaging not later than 10:30 a.m., Central time, on the business day next preceding the First Closing Date at the offices of U.S. Bancorp Xxxxx Xxxxxxx, Xxxxx Xxxxxxx Tower, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableUnderwriters.
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