Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 2 contracts
Samples: Clayton Holdings Inc, Clayton Holdings Inc
Purchase, Sale and Delivery of Shares. (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 to the Underwriters named in Schedule A heretoUnderwriter, and the Underwriters agreeSelling Shareholder agrees to sell to the Underwriter, severally and not jointly, the Underwriter agrees to purchase the Firm Shares from the Company at and the Selling Shareholder, the Firm Shares. The purchase price per share to be paid by the Underwriter to the Company and the Selling Shareholder shall be the price per share set forth in the Pricing Agreement. The obligation Delivery of each Underwriter to certificates for the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price the Underwriter and the purchase price payment therefor shall be set forth in made at the Pricing Agreement. At 9:00 A.M.offices of Xxxxxx & Xxxxxx Incorporated, Chicago Time000 Xxxxxxxxxx Xxxxxx, on the fourth business day00xx Xxxxx, if permitted under Rule 15c6-1 under the Exchange ActXxx Xxxxxxxxx, Xxxxxxxxxx (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date place as shall may be agreed upon by the Representative Company and the CompanyUnderwriter) at such time and date, not later than the third full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the Company will deliver to you at First Closing Date shall occur upon the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts later of the several Underwriters, third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates representing for the Firm Shares shall be made by or on behalf of the Company and the Selling Shareholder to be sold by ityou, against payment by you of the purchase price therefor by delivery of federal certified or other immediately available funds, by wire transfer or otherwise, official bank checks payable in next day funds to the Companyorder of the Company and the Selling Shareholder. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to shall be delivered will be in such denominations and registered in such names and denominations as you request by notice to the Company shall have requested at least two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will shall be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing DateDate at a location in New York, New York, as may be designated by you. Payment for the Firm Shares so to be delivered Time shall be made of the essence, and delivery at the time and place specified in this Agreement is a further condition to the manner described above at the offices of counsel for the Underwriters. In addition, on the basis obligations of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 2 contracts
Samples: Underwriting Agreement (Surety Capital Corp /De/), Surety Capital Corp /De/
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of federal the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn and not to take any other action with the purpose or other effect of receiving immediately available funds, by wire transfer or otherwise, until the business day following the date of its delivery to the Company. Such , and, in the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach), at the offices of Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx (xx at such other place as may be agreed upon among the Representatives and the Company), at 10:00 A.M., Boston time; (a) on the third (3rd) full business day following the first day that Shares are traded, (b) if this Agreement is executed and delivered after 4:30 P.M., Boston time, the fourth (4th) full business day following the day that this Agreement is executed and delivered or (c) at such other time of delivery and payment is herein referred to date not later than seven (7) full business days following the first day that Shares are traded as the Representatives and the Company may determine (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "FIRST CLOSING DATE." 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 so 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representatives so elect, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representatives. 13 - 13 - It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representatives of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares 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 a public offering (as set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at a public offering price of $___ per share. After the public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page (insofar as such information relates to the Underwriters), under the last two paragraphs on page 2 concerning stabilization, over-allotment and passive market making by the Underwriters, and under the second, seventh and eighth paragraphs under the caption "Underwriting" in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) 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 you, on behalf of the respective Underwriters, represent and warrant to the Company that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representative light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 2 contracts
Samples: Alkermes Inc, Alkermes Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $______ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representative or such other place as may be agreed upon among the Representative and the Company, at ____ A.M., Los Angeles time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Representative so elects, delivery of the Firm Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the time Representative. It is understood that you, individually, and in not as the manner described above at the offices of counsel for the Underwriters. In addition, on the basis Representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by you prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares 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 set forth opposite its name such term is described in Schedule A and the denominator Section 11 hereof) of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified at an initial public offering price of $______ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price. The information set forth in the preceding paragraph. You have advised last paragraph on the front cover page (insofar as such information relates to the Underwriters), in the first paragraph on page 2, concerning stabilization and over-allotment by the Underwriters, in the third paragraph under the caption "Underwriting," concerning the manner of offering the Firm Shares and the Option Shares, and in the seventh paragraph under the caption "Underwriting," concerning the discretionary accounts controlled by the Underwriters, in each case, in any Preliminary Prospectus and in the final form of Prospectus filed pursuant to Rule 424(b) constitutes the only information furnished by the Underwriters to the Company for inclusion in any Preliminary Prospectus, the Prospectus or the Registration Statement, and you, on behalf of the respective Underwriters, represent and warrant to the Company that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as in the Representative light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 2 contracts
Samples: Compass Plastics & Technologies Inc, Netgateway Inc
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein containedcovenants contained herein, but and subject to the terms and conditions herein set forth, the Company agrees and each Selling Shareholder agrees, severally and not jointly, to sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company and each Selling Shareholder, at the a price of $___________ per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicableshare, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares (to be adjusted by you to eliminate fractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the Selling Shareholders, as set forth opposite their respective names in Schedule B hereto, by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A hereto bears to and the total denominator of which is the aggregate number of Firm Shares to be purchased by all the Underwriters under this Agreement. The initial public offering price from the Company and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersSelling Shareholders hereunder. In addition, on the basis of the representations, warranties and agreements covenants contained herein contained, but and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase, severally and not jointly, purchase at the Underwriters' election up to an aggregate of 937,500 508,174 Option Shares, Shares at the same purchase price per share to be paid as set forth for the Firm SharesShares in the paragraph above, for use solely in the sole purpose of covering any overallotments made by the Underwriters over-allotments in the sale and distribution of the Firm Shares. The option granted hereunder hereby may be exercised in whole or in part, but only once, and at any time (but not more than once) upon written notice given within 30 days after the date of this Agreement, by you, as Representatives of the initial public offering upon notice by you several Underwriters, to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered option and the time and place date at which such certificates will are to be delivered. Such If any Option Shares are purchased, each Underwriter agrees, severally and not jointly, to purchase that portion of the number of Option Shares as to which such election shall have been exercised (subject to adjustment to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the maximum number of Option Shares which all of the Underwriters are entitled to purchase hereunder. The time of delivery (and date at which may not certificates for Option Shares are to be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," delivered shall be determined by you, the Representatives but if at any time other than the First Closing Date, shall not be earlier than three nor two or later than 10 ten full business days after delivery the exercise of such option, and shall not in any event be prior to the Closing Date. If the date of exercise of the option is three or more full days before the Closing Date, the notice of exerciseexercise shall set the Closing Date as the Option Closing Date. The number of Option Certificates in definitive form for the Shares to be purchased by each Underwriter hereunder, and in such denominations and registered in such names as Dain Xxxxxxxx Xxxxxxx xxx request upon at least 48 hours' prior notice to the Company, shall be determined delivered by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, or on the first full business day preceding the Second Closing Date. The manner of payment for and delivery behalf of the Option Shares shall be Company or the same Selling Shareholders, as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Sharesapplicable, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such UnderwriterUnderwriter at such time and place as shall hereafter be designated by the Representatives, but any against payment by such Underwriter or on its behalf of the purchase price therefor by wire transfer of Federal or other funds immediately available in Minneapolis, Minnesota. The time and date of such delivery and payment shall not relieve such Underwriter from any obligation hereunder.be, with respect to
Appears in 2 contracts
Samples: Underwriting Agreement (Rockford Corp), Rockford Corp
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A heretoeach Underwriter, severally, and the Underwriters agreenot jointly, and each Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be agrees to purchase from the Company that number Company, respectively, at a purchase price per share of full shares which (as nearly as practicable[$_____] per Share, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of Capital West Securities, Inc., 000 X. Xxxxxxxx, 2nd Floor, Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to Capital West at such office or at such other location as Capital West may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you request Capital West may request. If the Underwriters so elect, delivery of the Shares may be made by notice credit through full fast transfer to the accounts at Depository Trust Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging designated by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In additionIt is understood that Capital West, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West 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 offer the Shares to the public as set forth opposite its name in Schedule A the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any preliminary prospectus and in the denominator final form of which is Prospectus filed pursuant to Rule 424(b) constitutes the total number of Firm Shares (subject only information furnished by the Underwriters to such adjustments to eliminate the Company for inclusion in any fractional share purchases as you in your absolute discretion may make). Certificates for preliminary prospectus, the Option Shares will be made available at Prospectus or the Company's expense for checking Registration Statement, and packaging at 10:00 A.M., Chicago TimeCapital West, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Yousuch statements, individually and not as in the Representative light of the Underwriterscircumstances in which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 2 contracts
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago [Chicago] Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of [counsel for the Underwriters Underwriters] or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available next-day funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago [Chicago] Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago [Chicago] Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 51,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago [Chicago] Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph; provided, however, that as to any Option Shares purchased by the Underwriters to cover over-allotments, the Company agrees to reimburse the Underwriters in an amount equal to the $_____ per share dividend declared on the Common Stock which is payable on November 15, 1997, to the extent such Option Shares are delivered to the Underwriters subsequent to the record date (November 1, 1997) for such dividend. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Fall River Gas Co
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 5 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal or other immediately available funds, the several Underwriters by wire transfer or otherwise, of immediately available funds to an account designated by the Company. Such , at the offices of Cruttenden Roth Xxxorporated or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment 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. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated unless required under Section 11 to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer of funds shall not have been received by you prior to the Closing Date for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointly, purchase up to an aggregate of 937,500 570,000 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 5. The Such option granted hereunder may be exercised at any time by the Representatives on behalf of the several Underwriters on one occasion in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon notice by you Firm Shares are initially offered to the Company setting forth public, by giving written notice to the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined by multiplying the same proportion of the total number of Option Shares to be sold by a fraction, the numerator of which is purchased as the number of Firm Shares to be purchased by such Underwriter as (set forth opposite its name in Schedule A and the denominator of which is hereto) bears to the total number of Firm Shares purchased by the several Underwriters (subject set forth in Schedule A hereto), adjusted by the Representatives in such manner selected by them as to such adjustments to eliminate any avoid fractional share purchases as you in your absolute discretion may make)shares. Certificates Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account designated by the Company. Such delivery and payment shall take place at the offices of Cruttenden Roth Xxxorporated, or at such other place as may be agreed upon by the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall be during the 45 day period after the date on which the Firm Shares are initially offered to the public and which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at the Company's expense such office or such other location as you may reasonably request for checking and packaging inspection at 10:00 A.M., Chicago Time, on the first least two (2) full business day preceding days prior to the Second Closing Date. The manner date of payment for and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares shall may be made by credit through full fast transfer to the same as for accounts at The Depository Trust Company designated by the Firm Shares as specified in the preceding paragraphRepresentatives. You have advised the Company It is understood that each Underwriter has authorized you to accept delivery of its Sharesyou, to make payment and to receipt therefor. Youindividually, individually and not as the Representative Representatives of the several Underwriters, may (but shall not be obligated unless required under Section 11 to) make payment for any Shares to be purchased by of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer of immediately available funds shall not have been received by you by prior to the First Closing Date or the Second Closing Date, as the case may be, date of payment and delivery for the account of Option Shares to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any obligation of its or their obligations hereunder. Upon exercise of any option provided for in this Section 5, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as such term is described in Section 13 hereof) of the Firm Shares at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the public offering price.
Appears in 1 contract
Samples: Aremissoft Corp /De/
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 5 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representative or such other place as may be agreed upon among the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment If the Representative so elects, 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 Representative. It is understood that you, individually, and not as the Representative 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 Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants an option grant to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointlyin the respective amounts set forth on the Schedule B, up to an aggregate of 937,500 143,750 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 5. The Such option granted hereunder may be exercised at any time by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon Firm Shares are initially offered to the public, by giving written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseAgent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by multiplying such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 143,750 Option Shares, the number of Option Shares to be sold by a fraction, each Selling Shareholder shall be that number which bears the numerator of which is same relationship to the aggregate number of Firm Option Shares being purchased as the maximum number of Option Shares being sold by each Selling Shareholder bears to 143,750. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative 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 date of payment and delivery for the Option Shares to be purchased by such Underwriter as set forth opposite or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its name or their obligations hereunder. Upon exercise of any option provided for in Schedule A and this Section 5, the denominator obligations of which is the total number of Firm Shares (subject several Underwriters to purchase such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at subject (as of the Company's expense for checking date hereof and packaging at 10:00 A.M., Chicago Time, on as of the first full business day preceding the Second Closing Date. The manner date of payment for and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the same accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as for such term is described in Section 13 hereof) of the Firm Shares as specified at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderpublic offering price.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company Firm Shares at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears Firm Shares equal to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At [9:00 A.M.], Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1211) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthem, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to [10:00 A.M.], Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative at [10:00 A.M.], Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option options to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares, provided that the purchase price per Option Share shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The option options granted hereunder may be exercised at any from time (but not more than once) to time within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such Each such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATEan “Additional Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the aggregate number of Option Shares to be sold by the Company by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second an Additional Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment therefor and to acknowledge receipt thereforthereof. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second any Additional Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. (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 to the several Underwriters named in Schedule A I hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company, the Firm Shares from Shares. The purchase price per share to be paid by the Underwriters to the Company at shall be the price per share set forth in the Pricing Agreement. The obligation Delivery of each Underwriter to certificates for the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The initial public offering price and the purchase price payment therefor shall be set forth in made at the Pricing Agreement. At 9:00 A.M., Chicago Time, on offices of counsel to the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Representative (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date place as shall may be agreed upon by the Representative Company and the CompanyRepresentative) at such time and date, not later than the third full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the Company will deliver to you at First Closing Date shall occur upon the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts later of the several Underwriters, third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates representing for the Firm Shares shall be made by or on behalf of the Company to be sold by ityou, against payment by you of the purchase price therefor by delivery certified or official bank checks payable in next day funds to the order of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to shall be delivered will be in such denominations and registered in such names and denominations as you request by notice to the Company shall have requested at least two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will shall be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing DateDate at a location in New York, New York, as may be designated by you. Payment for the Firm Shares so to be delivered Time shall be made of the essence, and delivery at the time and place specified in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject this Agreement is a further condition to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative obligations of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 the Firm Shares to the Underwriters named in Schedule A heretoUnderwriter, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be agrees to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this AgreementShares. The initial public offering price and the purchase price for each Firm Share shall be set forth in $3.384 (the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement“Purchase Price”), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the Company hereby agrees to issue and sell up to 450,000 Additional Shares to the Underwriter at the Purchase Price, and the Underwriter, upon the basis of the representations, representations and warranties and agreements herein containedcontained herein, but subject to the terms and conditions herein set forth, shall have the Company hereby grants an option right (but not the obligation) to purchase all or any portion of the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, Additional Shares at the same purchase price per share Purchase Price. The Underwriter may exercise this right 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 paid purchased by the Underwriter and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares, Shares or later than five business days after the date of such notice. Additional Shares may be purchased solely for use solely the purpose of covering over-allotments made in covering any overallotments made by connection with the Underwriters in the sale and distribution offering of the Firm Shares. The option granted hereunder Firm Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be exercised mutually acceptable, at any 9:00 a.m. Central time on the third (but not more than onceor if the Shares are priced, as contemplated by Rule 15c6-1(c) within 30 days under the Exchange Act, after 4:30 p.m. Eastern time, the fourth) full business day following the date of the initial public offering upon notice by hereof, or at such other time and date as you to and the Company setting forth determine pursuant to Rule 15c6-1(a) under the aggregate number of Option Shares as to which the Underwriters are exercising the optionExchange Act, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time date of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," “Closing Date.” The Additional Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Xxxxx-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 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 determined designated in writing by the Underwriter (an “Option Closing Date”). If you so elect, delivery of the Firm Shares and the Additional Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by you, but if at any time other than . Certificates representing the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Additional Shares (subject to in definitive form and in such adjustments to eliminate any fractional share purchases denominations and registered in such names as you in your absolute discretion may make). Certificates for request, upon at least two business days’ prior notice to the Option Shares Company, or evidence of their issuance, will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day a reasonable time preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Option Closing Date, as the case may be, for at the account offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderother location as may be mutually acceptable.
Appears in 1 contract
Samples: Purchase Agreement (TearLab Corp)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)Agreement is executed, or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, certified or bank cashier's check in Chicago Clearing House funds (next-day funds) payable to the order of the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 165,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Midwest Banc Holdings Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company Company, at the a purchase price of $______ per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicableShare, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver the Purchased Shares to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several UnderwritersUnderwriters at the office of Xxxxx & Company Incorporated, certificates representing the Firm Shares to be sold by it000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, against payment of the purchase price therefor by delivery of federal certified or other immediately available official bank check or checks in New York Clearing House funds, by wire transfer or otherwise, payable to the Company. Such order of Princeton Video Image, Inc., at 10:00 A.M., New York Time, on December ____, 1997 or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment is being herein referred to as called the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Purchased Shares so to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations and registered in such names as you may request by notice to the Company in writing not less than two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First such Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 937,500 600,000 Option Shares, Shares at the same purchase price per share to be paid as the Underwriters shall pay for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Purchased Shares. The Such option granted hereunder may be exercised at any time (but not more than once) within 30 days after only to cover over-allotments arising in connection with the date sale of Purchased Shares by the initial public offering Underwriters, such exercise to be upon written notice by you to the Company within 30 days of the date hereof setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the denominations and names and denominations in which the certificates for such shares are to Shares should be registered and the time and place at which such certificates will are to be delivered. Such time of delivery and place (which may unless such time is the First Closing Date), herein referred to as the "Second Closing Date," shall be determined by you but shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be nor earlier than three nor full business days or later than 10 ten full business days after delivery the exercise of such notice option. The Company will deliver the Option Shares to you for the accounts of exercise. the several Underwriters against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds payable to the order of Princeton Video Image, Inc. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying in the same proportion to the aggregate number of Option Shares to be sold by a fraction, the numerator of which is purchased as the number of Firm Purchased Shares set forth opposite the name of such Underwriter in SCHEDULE A hereto bears to 4,000,000. It is understood that you, individually and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for Shares 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 propose to offer the Shares to the public as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderProspectus.
Appears in 1 contract
Samples: Underwriting Agreement Selected Dealer Agreement (Princeton Video Image Inc)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the 3,100,000 Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwisetransfer, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 465,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Timetime, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Imagemax Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the 2,150,000 Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange ActXxxxxxxx Xxx) after xxter execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 322,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and each such Selling Stockholder are set forth in Schedule B hereto. If less than all Option Shares are purchased such Shares shall be purchased (a) first, from the Selling Stockholders (pro rata in proportion to the number of Shares set forth opposite the name of such Selling Stockholder on Schedule B), and (b) second, from the Company. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.the
Appears in 1 contract
Samples: Superior Consultant Holdings Corp
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 5 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representatives or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment 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. 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 Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants an option grant to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointlyin the respective amounts set forth on the Schedule B, up to an aggregate of 937,500 285,000 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 5. The Such option granted hereunder may be exercised at any time by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon Firm Shares are initially offered to the public, by giving written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseAgent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by multiplying such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representatives, or at such other place as may be agreed upon by the Representatives and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 285,000 Option Shares, the number of Option Shares to be sold by a fraction, each Selling Shareholder shall be that number which bears the numerator of which is same relationship to the aggregate number of Firm Option Shares being purchased as the maximum number of Option Shares being sold by each Selling Shareholder bears to 285,000. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. 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 date of payment and delivery for the Option Shares to be purchased by such Underwriter as set forth opposite or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its name or their obligations hereunder. Upon exercise of any option provided for in Schedule A and this Section 5, the denominator obligations of which is the total number of Firm Shares (subject several Underwriters to purchase such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at subject (as of the Company's expense for checking date hereof and packaging at 10:00 A.M., Chicago Time, on as of the first full business day preceding the Second Closing Date. The manner date of payment for and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the same accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as for such term is described in Section 13 hereof) of the Firm Shares as specified at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderpublic offering price.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in and the Underwriters agree, severally and not jointly, to purchase from the Company, at a purchase price of U.S. $ per share, the respective numbers of Firm Shares set forth opposite the names of the Underwriters on Schedule A hereto, subject to adjustment in accordance with Section 9 hereof. The Company and EndoResearch are advised that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. The Underwriters may from time to time, after the Firm Shares have initially been offered to the public, increase or decrease the public offering price to such extent as you may determine. The Company will deliver the Firm Shares to you through the facilities of The Depository Trust Company (“DTC”) for the accounts of the several Underwriters against payment of the purchase price therefor in Federal (same day) funds by official bank check or checks or wire transfer to an account at a bank identified by the Company to First Albany drawn to the order of the Company, at the office of Xxxxx Xxxxxxxxxx LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, at 9:00 A.M., New York time, on , 2007, or at such other time not later than seven full business days thereafter as First Albany and the Company determine, such time being herein referred to as the “time of purchase.” As used herein, “business day” shall mean a day on which the New York Stock Exchange (the “NYSE”) is open for trading. The certificates for the Firm Shares so to be delivered will be in the form of one or more global securities in definitive form deposited with DTC and registered in the name of Cede & Co., as nominee for DTC, and will be made available for checking at least 24 hours prior to the time of purchase. In addition, upon written notice from First Albany given to the Company on or before the close of business, New York time, on the 30th day subsequent to the date of the Prospectus, the Underwriters may purchase all or less than all of the Additional Shares at the same purchase price per Additional Share as that to be paid for each Firm Share. The Company agrees to sell to the Underwriters the number of Additional Shares specified in such notice, and the Underwriters agree, severally and not jointly, to purchase such Additional Shares. Such Additional Shares shall be purchased for the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation account of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, in the same proportion as the number of Firm Shares set forth opposite the such Underwriter’s name of such Underwriter in on Schedule A hereto bears to the total number of Firm Shares (subject to adjustment by First Albany to eliminate fractions and subject to adjustment in accordance with Section 9 hereof) and may be purchased by all the Underwriters under this Agreementonly for the purpose of covering over-allotments, if any, made in connection with the sale of the Firm Shares. No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The initial public offering price right to purchase the Additional Shares or any portion thereof may be exercised from time to time and, to the extent not previously exercised, may be surrendered and terminated at any time upon notice by First Albany to the purchase price Company. Each time for the delivery of and payment for the Additional Shares, being herein referred to as an “additional time of purchase,” which may be the time of purchase, shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time determined by First Albany but shall be not later than ten five full business days after such date as shall be agreed upon by the Representative and the Company, the written notice of election to purchase Additional Shares is given. The Company will deliver the Additional Shares being purchased at each additional time of purchase to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company DTC for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, Underwriters against payment of the purchase price therefor in Federal (same day) funds by delivery of federal official bank check or other immediately available funds, by checks or wire transfer or otherwise, to an account at a bank identified by the Company to First Albany drawn to the order of the Company, at the above office of Xxxxx Xxxxxxxxxx LLP at 9:00 A.M., New York time. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Additional Shares so to be delivered being purchased at each additional time of purchase will be in such denominations the form of one or more global securities in definitive form deposited with DTC and registered in such names the name of Cede & Co., as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Datenominee for DTC, and will be made available at the Company's expense for checking and packaging by at a reasonable time in advance of such additional time of purchase. As compensation to the Representative at 10:00 A.M.Underwriters for their obligations hereunder, Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made (i) at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthpurchase, the Company hereby grants an option will pay to First Albany, and EndoResearch will cause the several Underwriters Company to purchasepay to First Albany, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative accounts of the Underwriters, may make payment for any Shares a commission equal to be U.S. $[ ] per Firm Share being purchased by the Underwriters and (ii) at any Underwriter whose funds shall not have been received by you by additional time of purchase, the Company will pay to First Closing Date or the Second Closing Date, as the case may beAlbany, for the account accounts of such Underwriterthe Underwriters, but any such payment shall not relieve such Underwriter from any obligation hereundera commission equal to U.S. $[ ] per Additional Share then being purchased by the Underwriters. It is understood that the several Underwriters propose to offer the Shares for sale to the public as set forth in the Prospectus.
Appears in 1 contract
Samples: Endoceutics (EndoCeutics, Inc.)
Purchase, Sale and Delivery of Shares. (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 to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, and the each Selling Shareholder, severally and not jointly, agrees to sell to each Underwriter, severally and not jointly, and each Underwriter severally and not jointly, agrees to purchase the Firm Shares from the Company at and each Selling Shareholder, the Firm Shares. The purchase price per share to be paid by each Underwriter to the Company and the Selling Shareholders shall be the price per share set forth in the Pricing Agreement. The obligation Delivery of each Underwriter to certificates for the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement. The initial public offering price and the purchase price payment therefor shall be set forth in made at the Pricing Agreement. At 9:00 A.M.offices of X. X. Xxxxxxx & Sons, Chicago TimeInc., on the fourth business dayXxx Xxxxxx Xxxxx, if permitted under Rule 15c6-1 under the Exchange ActXxxxxx, Xxxxxxxxxxxxx 00000 (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date place as shall may be agreed upon by the Representative Company and the CompanyRepresentatives) at such time and date, not later than the third full business day following the first date that any of the Common Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the Company will deliver to you at First Closing Date shall occur upon the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts later of the several Underwriters, third full business day following the first date that any of the Common Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. Delivery of certificates representing for the Firm Shares shall be made by or on behalf of the Company and each Selling Shareholder to be sold by ityou, against payment by you of the purchase price therefor by delivery of federal or other immediately available funds, by funds wire transfer or otherwise, payable in same day funds to the Companyorder of the Company and each Selling Shareholder. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to shall be delivered will be in such denominations and registered in such names and denominations as you request by notice to the Company shall have requested at least two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will shall be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing DateDate at a location in New York, New York, as may be designated by you. Payment for the Firm Shares so to be delivered Time shall be made of the essence, and delivery at the time and place specified in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject this Agreement is a further condition to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative obligations of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____________ per share, the respective number of Firm Shares from the Company at the price per share as set forth in the Pricing AgreementSchedule "A" attached hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A "A" attached hereto bears (subject to adjustment as provided in Section 10 hereof). Delivery of definitive certificates evidencing the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and Section 3 shall be made against payment of the purchase price shall be set forth therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the Pricing Agreement. At 9:00 A.M., Chicago Time, bank on which it is drawn until the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date of its delivery to the Registration Statement becomes effective (or, if Company) at the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution offices of the Pricing Agreement), Representative or such other time not later than ten business days after such date place as shall may be agreed upon by the Representative and the Company, at 8:00 a.m., Los Angeles, California time, on the Company third (3rd) full business day following the first day that the Shares begin trading (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein called the "Closing Date." The Shares will deliver begin trading on the day the Registration Statement is declared effective by the Commission, or if the Registration Statement is declared effective after the close of trading, then on the next trading day. The certificates evidencing the Firm Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least one (1) full business day prior to the offices 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 Representative so elects, delivery of counsel for the Underwriters or Firm Shares may be made by credit through full fast transfer to the facilities of accounts at The Depository Trust Company for designated by the accounts Representative. It is understood that you, individually, and not as the Representative of the several Underwriters, certificates representing the Firm Shares to may (but shall not be sold by it, against obligated to) make payment of the purchase price therefor on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by delivery of federal or other immediately available funds, by wire transfer or otherwise, you prior to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates Closing Date for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. The information set forth opposite its name in Schedule A the last paragraph on the front cover page (insofar as such information relates to the Underwriters), in the first paragraph on page 2 (concerning stabilization, penalty bids, purchases to cover short positions and over-allotment by the denominator Underwriters), and in the third and seventh paragraphs under the caption "Underwriting", in any Preliminary Prospectus and in the final form of which is the total number of Firm Shares (subject Prospectus filed pursuant to such adjustments Rule 424(b), constitutes the only information furnished by the Underwriters to eliminate the Company for inclusion in any fractional share purchases as you in your absolute discretion may make). Certificates for Preliminary Prospectus, the Option Shares will be made available at Prospectus or the Company's expense for checking Registration Statement, and packaging at 10:00 A.M., Chicago Timeyou, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery behalf of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised respective Underwriters, represent and warrant to the Company that each Underwriter has authorized you the statements made therein do not include any untrue statement of a material fact or omit to accept delivery of its Shares, state a material fact required to be stated therein or necessary to make payment and to receipt therefor. Youthe statements therein, individually and not as the Representative in light of the Underwriterscircumstances under which they were made, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 1 contract
Samples: American Aircarriers Support Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 5 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representatives or such other place as may be agreed upon among the Representatives and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment 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 Representative. 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 Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders hereby grants an option grant to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointlyin the respective amounts set forth on the Schedule B, up to an aggregate of 937,500 285,000 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 5. The Such option granted hereunder may be exercised at any time by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon Firm Shares are initially offered to the public, by giving written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseAgent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by multiplying such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representatives, or at such other place as may be agreed upon by the Representatives and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. To the extent that the option is not exercised for the entire 285,000 Option Shares, the number of Option Shares to be sold by a fraction, each Selling Shareholder shall be that number which bears the numerator of which is same relationship to the aggregate number of Firm Option Shares being purchased as the maximum number of Option Shares being sold by each Selling Shareholder bears to 285,000. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. 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 date of payment and delivery for the Option Shares to be purchased by such Underwriter as set forth opposite or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its name or their obligations hereunder. Upon exercise of any option provided for in Schedule A and this Section 5, the denominator obligations of which is the total number of Firm Shares (subject several Underwriters to purchase such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at subject (as of the Company's expense for checking date hereof and packaging at 10:00 A.M., Chicago Time, on as of the first full business day preceding the Second Closing Date. The manner date of payment for and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the same accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as for such term is described in Section 13 hereof) of the Firm Shares as specified at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderpublic offering price.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule SCHEDULE A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,0002,145,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthem, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the CompanyCompany and the Custodian. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersSonnxxxxxxxx Xxxx & Xosexxxxx, 0000 Xxxxx Xxxxx, Xxxxxxx, Xxxxxxxx. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 321,750 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule SCHEDULE A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Timetime, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Pricing Agreement (Mazel Stores Inc)
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective number of Firm Shares from set forth opposite the Company names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company each Selling Stockholder shall be to purchase from such Selling Stockholder the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000that number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Timetime, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) ), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Companyyou, the Company and the Custodian, the Selling Stockholders will deliver to you at the offices of counsel for the Underwriters Xxxxxx Xxxxxx & Xxxxx, 000 Xxxx Xxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx, or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthem, against payment of the purchase price therefor by delivery of federal Federal or other funds immediately available funds, to an account or accounts designated by wire transfer or otherwise, to the CompanySelling Stockholders. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company Custodian prior to 10:00 A.M., Chicago Timetime, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Underwriters at 10:00 A.M., Chicago Timetime, on the first full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersXxxxxx Xxxxxx & Xxxxx. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 [___________] Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering this Agreement upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The maximum number of Option Shares to be purchased from each such Selling Stockholder is set forth in Schedule B hereto. If less than the maximum number of Option Shares are to be purchased hereunder each such Selling Stockholder agrees to sell the number of Option Shares purchased by the Underwriters pursuant to this paragraph times a fraction the numerator of which is the maximum number of Option Shares to be purchased from such Selling Stockholder as set forth on Schedule B hereto and the denominator of which is the maximum number of Option Shares to be purchased from all Selling Stockholders as set forth on Schedule B hereto (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Timetime, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to give receipt therefortherefore. You, Each of you individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Zebra Technologies Corp/De
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company 2,500,000 Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) 12 hereof), following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, Act (or the third business day if required under Rule 15c6-1 under the Exchange Act) ), after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthe Company, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersCompany. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 375,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from each Selling Stockholder shall be the number of shares set forth opposite the name of such Selling Stockholder under "Number of Option Shares to be Sold" in Schedule B hereto. If less than all Option Shares are to be purchased, the number of Option Shares to be purchased from the Selling Stockholders shall be reduced pro rata. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph, except that delivery of the Option Shares to you will be made by and payment of the purchase price therefor will be paid to the Custodian. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Prism Financial Corp
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $_____ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 11). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 5 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representative or such other place as may be agreed upon among the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 11 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment If the Representative so elects, 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 Representative. It is understood that you, individually, and not as the Representative 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 Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the [Company and the] Selling Stockholders hereby grants an option grant to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointlyin the respective amounts set forth on the Schedule B, up to an aggregate of 937,500 _________ Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 5. The Such option granted hereunder may be exercised at any time by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon Firm Shares are initially offered to the public, by giving written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseAgent. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined the same proportion of the total number of Option Shares to be purchased as the number of Firm Shares purchased by multiplying such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 5 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent [and the Company, respectively,] (and the Agent [and the Company] agree[s] not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. [To the extent that the Company is also selling in the over- allotment, describe whether Shares to come first from the Company or Stockholders if not all exercised.] To the extent that the option is not exercised for the entire __________ Option Shares, the number of Option Shares to be sold by a fraction, each Selling Stockholder shall be that number which bears the numerator of which is same relationship to the aggregate number of Firm Option Shares being purchased as the maximum number of Option Shares being sold by each Selling Stockholder bears to _________ . The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative 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 date of payment and delivery for the Option Shares to be purchased by such Underwriter as set forth opposite or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its name or their obligations hereunder. Upon exercise of any option provided for in Schedule A and this Section 5, the denominator obligations of which is the total number of Firm Shares (subject several Underwriters to purchase such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at subject (as of the Company's expense for checking date hereof and packaging at 10:00 A.M., Chicago Time, on as of the first full business day preceding the Second Closing Date. The manner date of payment for and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the same accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as for such term is described in Section 13 hereof) of the Firm Shares as specified at an initial public offering price of $_____ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderpublic offering price.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of and each Underwriter to the Company shall be Underwriter, severally and not jointly, agrees to purchase from the Company that number Company, respectively, at a purchase price per share of full shares which (as nearly as practicable$5.00 per Share, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of Capital West Securities, Inc., 000 X. Xxxxxxxx, 16th Floor, Xxx Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, or at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on the third business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Underwriters so elect, delivery of the Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at the time and in the manner described above at the offices of counsel for Depository Trust Company designated by the Underwriters. In additionIt is understood that Capital West, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West 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 offer the Firm Shares to the public as set forth opposite its name in Schedule A the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any Preliminary Prospectus and in the denominator final form of which is Prospectus filed pursuant to Rule 424(b) constitutes the total number of Firm Shares (subject only information furnished by the Underwriters to such adjustments to eliminate the Company for inclusion in any fractional share purchases as you in your absolute discretion may make). Certificates for Preliminary Prospectus, the Option Shares will be made available at Prospectus or the Company's expense for checking Registration Statement, and packaging at 10:00 A.M., Chicago Timeyou, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative behalf of the Underwriters, may make payment for represent and warrant to the Company that the statements made therein do not include any Shares untrue statement of a material fact or omit to state a material fact required to be purchased by any Underwriter whose funds shall stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 1 contract
Samples: Horizon Pharmacies Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears hereto, subject to the total number of Firm Shares to be purchased by all Underwriters under this Agreementadjustment in accordance with Section 11 hereof. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1212 of this Agreement) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at to an account designated by the offices of counsel for Company prior to the UnderwritersFirst Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 ________ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Micrus Corp
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of and each Underwriter to the Company shall be Underwriter, severally and not jointly, agrees to purchase from the Company that number Company, respectively, at a purchase price of full shares which (as nearly as practicable[$7.00] per Share less an underwriting discount of 10.0%, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule SCHEDULE A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of [Xxxxxxx Xxxxxxxx Securities Corporation, 00 Xxxxx Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxx 00000], or at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Underwriters so elect, delivery of the Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at the time and in the manner described above at the offices of counsel for Depository Trust Company designated by the Underwriters. In additionIt is understood that Xxxxxxx, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Kashner prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Xxxxxxx 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 offer the Firm Shares to the public as set forth opposite its name in Schedule A the Prospectus. The information set forth in the last paragraph on the front cover page (insofar as such information relates to the Underwriters) and under "Underwriting" in any Preliminary Prospectus and in the denominator final form of which is Prospectus filed pursuant to Rule 424(b) constitutes the total number of Firm Shares (subject only information furnished by the Underwriters to such adjustments to eliminate the Company for inclusion in any fractional share purchases as you in your absolute discretion may make). Certificates for Preliminary Prospectus, the Option Shares will be made available at Prospectus or the Company's expense for checking Registration Statement, and packaging at 10:00 A.M., Chicago Timeyou, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative behalf of the Underwriters, may make payment for represent and warrant to the Company that the statements made therein do not include any Shares untrue statement of a material fact or omit to state a material fact required to be purchased by any Underwriter whose funds shall stated therein or necessary to make such statements, in the light of the circumstances in which they were made, not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereundermisleading.
Appears in 1 contract
Samples: Training Devices International Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company _________ Firm Shares at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1211) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other in immediately available funds, by funds via wire transfer or otherwise, to an account of the Company given to the CompanyUnderwriters not more than 48 hours prior thereto. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available in New York City at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago New York Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at to an account designated by the offices of counsel for Company prior to the UnderwritersFirst Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon written notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging in New York City at 10:00 A.M., Chicago New York Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Zengine Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company _________ Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000______________, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 _______ Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Selling Stockholder setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 ten full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and each Selling Stockholder are set forth in Schedule B hereto. If less than all Option Shares are to be purchased, the Underwriters shall, severally and not jointly, first purchase from each Selling Stockholder the number of shares set forth opposite each Selling Stockholder's name in Schedule B hereto to the extent of the number of Option Shares with respect to which the option is being exercised (or if the total number of Option Shares with respect to which the option is being exercised is less than the sum of the number of shares set forth opposite each Selling Stockholder's name in Schedule B hereto, then the number of Option Shares to be purchased from each Selling Stockholder shall be in the same proportions as the number of Option Shares to be sold by each bears to the sum of the number of Option Shares set forth opposite each such Selling Stockholder's name in Schedule B hereto), and then shall, severally and not jointly, purchase from the Company any remaining number of shares with respect to which the option is being exercised. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: RWD Technologies Inc
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of and each Underwriter to the Company shall be Underwriter, severally and not jointly, agrees to purchase from the Company that number Company, respectively, at a purchase price per share of full shares which (as nearly as practicable$_____ per Share, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of Capital West Securities, Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Underwriters so elect, delivery of the Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at the time and in the manner described above at the offices of counsel for Depository Trust Company designated by the Underwriters. In additionIt is understood that Capital West, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West 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 offer the Firm Shares to the public as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderProspectus.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company agrees to sell to each Underwriter and each Underwriter agrees, severally and not jointly, to purchase from the Company at a purchase price of $______ [INSERT PRICE AFTER UNDERWRITERS' FEES] per Share, the aggregate number of Purchased Shares set forth opposite the name of such Underwriter in Schedule A hereto. The Company will deliver the Purchased Shares to you for the accounts of the several Underwriters at the office of Xxxxx & Company Incorporated, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx, against payment of the purchase price therefor by certified or official bank check or checks in New York Clearing House funds, payable to the order of Realty Information Group, Inc. at 10:00 A.M., New York Time, on ____________________, 1998, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment being herein called the "First Closing Date". The certificates for the Shares to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations as you may request not less than two full business days prior to such Closing Date. 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 sell grants to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, an option to purchase the Firm up to 250,000 Option Shares from the Company at the same price per share set forth as the Underwriters shall pay for the Purchased Shares. Such option may be exercised only to cover over-allotments arising in connection with the Pricing Agreement. The obligation sale of each Underwriter Purchased Shares by the Underwriters, such exercise to be upon written notice by you to the Company within 45 days of the date hereof setting forth the number of Option Shares as to which the Underwriters are exercising the option, the denominations and names in which certificates for such Shares should be registered and the time and place at which such certificates are to be delivered. Such time and place (unless such time is the First Closing Date), herein referred to as the "Second Closing Date", shall be determined by you but shall not be earlier than the First Closing Date, nor earlier than three full business days or later than ten full business days after the exercise of such option. The Company will deliver Option Shares to you for the accounts of the several Underwriters against payment of the purchase from price therefor by certified or official bank check or checks in New York Clearing House funds payable to the Company that order of the Company. The number of full shares which (as nearly as practicable, as determined Option Shares to be purchased by you) bears to 6,250,000, each Underwriter shall be in the same proportion to the aggregate number of Option Shares purchased as the number of Purchased Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to 2,500,000. It is understood that you, individually and not as the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts Representatives of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment on behalf of such notice of exercise. The number of Option Shares to be purchased by each any Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm or Underwriters for Shares 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 propose to offer the Shares to the public as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderProspectus.
Appears in 1 contract
Samples: Underwriting Agreement Selected Dealer Agreement (Realty Information Group Inc)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates uncertificated book-entry shares for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 412,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(c) under the 1933 Act upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates uncertificated book-entry shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Heritage-Crystal Clean, Inc.
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing AgreementSchedule C hereto. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreementhereto. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreementdate hereof), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates uncertificated book-entry shares for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 465,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any from time (but not more than once) to time within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Heritage-Crystal Clean, Inc.
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ per share, the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 4 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the several Underwriters by certified or other immediately available official bank check or checks drawn in next-day funds, by wire transfer or otherwise, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company. Such ) at the offices of the Representative or such other place as may be agreed upon between the Representative and the Company, at 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in such names as you may request, such request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment If the Representative so elects, 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 Representative. It is understood that you, individually, and not as the Representative 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 Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the purchased by such Underwriter or Underwriters. In addition, on Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointly, purchase up to an aggregate of 937,500 187,500 Option Shares, Shares at the same purchase price per share to be paid for the Firm Shares, for use solely Shares set forth in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Sharesthis Section 4. The Such option granted hereunder may be exercised at any time by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon notice by you Firm Shares are initially offered to the Company setting forth public, by giving written notice to the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined by multiplying the same proportion of the total number of Option Shares to be sold by a fraction, the numerator of which is purchased as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 4 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Agent (and the Agent agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery). Such delivery and payment shall take place at the offices of the Representative, or at such other place as may be agreed upon by the Representative and the Agent (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Agent receives written notice of the exercise of such option, if such notice is received by the Agent less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. If the Representative so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. It is understood that you, individually, and not as the Representative 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 date of payment and delivery for the Option Shares to be purchased by such Underwriter as set forth opposite or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its name or their obligations hereunder. Upon exercise of any option provided for in Schedule A and this Section 4, the denominator obligations of which is the total number of Firm Shares (subject several Underwriters to purchase such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at subject (as of the Company's expense for checking date hereof and packaging at 10:00 A.M., Chicago Time, on as of the first full business day preceding the Second Closing Date. The manner date of payment for and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the same accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. After the Registration Statement becomes effective, the several Underwriters intend to make an initial public offering (as for such term is described in Section 12 hereof) of the Firm Shares as specified at an initial public offering price of $ per share. After the initial public offering, the several Underwriters may, in their discretion, vary the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderpublic offering price.
Appears in 1 contract
Samples: American National Financial Inc
Purchase, Sale and Delivery of Shares. (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 the Firm Shares to the Underwriters named in Schedule A heretoseveral Underwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears I hereto. The purchase price for each Firm Share shall be $ 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 total respective number of Firm Shares to be purchased by all Underwriters under this Agreement. specified in Schedule I. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares hereunder will be made available at represented by one or more definitive global certificates (the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, “Global Securities”) in book-entry form which will be deposited by or on behalf of the first full business day preceding the Second Closing DateCompany with The Depository Trust Company (“DTC”) or its designated custodian. The manner of payment for and delivery of Company will deliver the Option Shares shall be Global Securities to the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may beRepresentatives, for the account of such each Underwriter, but any against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representatives at least forty-eight hours in advance, by causing DTC or other appropriate depository to credit the Global Securities to the account of the Representatives at DTC or other appropriate depository. The Company will cause the certificates representing the Global Securities to be made available to the Representatives for checking at least twenty-four hours prior to the First Time of Delivery (as defined below) at the office of DTC or its designated custodian (the “Designated Office”) or at another place designated by the Representatives. The time and date of such delivery and payment shall not relieve be, with respect to the Firm Shares, 7:00 a.m., Pacific time, on February , 2005 or such Underwriter from any obligation hereunderother time and date as the Representatives and the Company may agree upon in writing. Such time and date for delivery of the Firm Shares is herein called the “First Time of Delivery.”
Appears in 1 contract
Samples: Purchase Agreement (Marchex Inc)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company Company, at the a purchase price of $______ per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicableShare, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver the Purchased Shares to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several UnderwritersUnderwriters at the office of Allex & Xompany Incorporated, certificates representing the Firm Shares to be sold by it711 Xxxxx Xxxxxx, against Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by delivery certified or official bank check or checks or wire transfer, payable to the order of federal or other immediately available the Company in Federal (same day) funds, by wire transfer at 10:00 A.M., New York Time, on November __, 1996, or otherwiseat such other time and date as you and the Company may determine, to the Company. Such such time and date of delivery and payment is being herein referred to as called the "FIRST CLOSING DATE." First Closing Date". The certificates for the Firm Purchased Shares so to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations and registered in such names as you may request by notice to the Company not less than two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First such Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 937,500 1,087,500 Option Shares, Shares at the same purchase price per share to be paid as the Underwriters shall pay for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Purchased Shares. The Such option granted hereunder may be exercised at any time (but not more than once) within 30 days after only to cover over-allotments arising in connection with the date sale of Purchased Shares by the initial public offering Underwriters, such exercise to be upon written notice by you to the Company within 30 days of the date hereof setting forth the aggregate number of Option Options Shares as to which the Underwriters are exercising the option, the denominations and names and denominations in which the certificates for such shares are to Shares should be registered and the time and place at which such certificates will are to be delivered. Such time of delivery and place (which may unless such time is the First Closing Date), herein referred to as the "Second Closing Date", shall be determined by you but shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be nor earlier than three nor full business days or later than 10 ten full business days after delivery the exercise of such notice option. The Company will deliver Option Shares to you for the accounts of exercisethe several Underwriters against payment of the purchase price therefor by certified or official bank check or checks or wire transfer, payable to the order of the Company in Federal (same day) funds. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying in the same proportion to the aggregate number of Option Shares to be sold by a fraction, the numerator of which is purchased as the number of Firm Purchased Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to 7,250,000 shares. It is understood that you, individually and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment on behalf of any Underwriter or Underwriters for Shares 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 execution of this Agreement, the several Underwriters propose to offer the Shares to the public as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderProspectus.
Appears in 1 contract
Samples: Underwriting Agreement Selected Dealer Agreement (Ticketmaster Group Inc)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, Underwriter and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company 2,000,000 Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12Act) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Underwriter and the Company, the Company will deliver to you at the offices of counsel for the Underwriters Underwriter or through the facilities of The Depository Trust Company for the accounts account of the several UnderwritersUnderwriter, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Underwriter at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersUnderwriter. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriter to purchase, severally and not jointly, purchase up to an aggregate of 937,500 300,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: 2nd Swing Inc
Purchase, Sale and Delivery of Shares. On the basis of the representationsrepresentations and warranties contained in, warranties and agreements herein contained, but subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and each of the Underwriters agreeagrees, severally and not jointly, to purchase from the Company the number of Firm Shares set forth opposite such Underwriter's name on Schedule 1 hereto. The purchase price for the Firm Shares from will be an amount equal to the Company at initial public offering price for the price per share Shares as set forth in the Pricing AgreementProspectus (the "Share Public Offering Price"), less ______% of the Share Public Offering Price. The obligation Delivery of each Underwriter to the Company Firm Shares, in definitive form, and payment therefor, shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 made at 10:00 A.M., Chicago TimeSt. Louis time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date after the Registration Statement becomes shall have been declared effective (or, if by the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)Commission, or on such other later date and time not later than ten business days after such date as shall may be agreed upon by in writing between the Representative Underwriters and the Company, such day and time of delivery and payment being herein called the "Closing Date." On the Closing Date, the Firm Shares shall be delivered by the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of at The Depository Trust Company in New York, New York, for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, Underwriters against payment of the purchase price therefor by delivery of federal or other in funds immediately available funds, by wire transfer or otherwise, to the order of the Company. Such time of delivery The Company agrees to make available to the Underwriters for inspection and payment is herein referred packaging in New York, New York, at least one full business day prior to as the "FIRST CLOSING DATE." The Closing Date, certificates for the Firm Shares so to be delivered will be in good delivery form and in such denominations and registered in such names as you request by notice the Underwriters shall have requested, all such requests to have been made in writing at least one full business day prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an to the Underwriters the option to purchase all or a portion of the several Underwriters Option Shares as may be necessary to purchase, severally and not jointly, up to an aggregate of 937,500 Option Sharescover over-allotments, at the same purchase price per share to Share Public Offering Price, less _____% of the Share Public Offering Price. Such Option Shares shall be paid purchased for the account of each Underwriter in the same proportion as the number of Firm SharesShares set forth opposite such Underwriter's name bears to the total number of Firm Shares (subject to adjustment by Xxxxxx X. Xxxxx & Co., for use solely in covering any overallotments made by the Underwriters L.P. to avoid fractions). This option may be exercised only to cover over-allotments in the sale and distribution of Firm Shares by the Firm SharesUnderwriters. The This option granted hereunder may be exercised at any time (but not more than once) within 30 days after on or before the thirtieth day following the effective date of the initial public offering upon Registration Statement by written notice by you to the Company setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the Underwriters are exercising option is being exercised, and the optiondate and time, as reasonably determined by the names and denominations in which Underwriters, when the certificates for such shares Option Shares are to be registered delivered (such date and time being herein sometimes referred to as the time and place at which such certificates will be delivered. Such time of delivery (which may "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other Date nor earlier than the First Closing Date, third business day after the date on which the option shall not be earlier than three have been exercised nor later than 10 full the eighth business days day after the day on which the option shall have been exercised, unless otherwise agreed by the parties. Payment for the Option Shares shall be made in immediately available funds, payable to the order of the Company, at the offices of the Company, or such other place as shall be agreed upon between us, against delivery of such notice of exercise. The number of the Option Shares to be purchased by each Underwriter shall be determined by multiplying the number Underwriters through the facilities of Option Shares to be sold by a fraction, The Depository Trust Company for the numerator account of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make)Underwriters. Certificates for the Option Shares will shall be made available in such denominations and registered in such names as requested in writing by the Underwriters at least two business days prior to the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Additional Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Middlesex Water Co
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of and each Underwriter to the Company shall be Underwriter, severally and not jointly, agrees to purchase from the Company that number Company, respectively, at a purchase price per share of full shares which (as nearly as practicable$________________ per Share, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of Capital West Securities, Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on _________________________________, 1997(or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Underwriters so elect, delivery of the Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at the time and in the manner described above at the offices of counsel for Depository Trust Company designated by the Underwriters. In additionIt is understood that Capital West, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make)or Underwriters. Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any Any such payment by Capital West shall not relieve any such Underwriter from or Underwriters of any obligation of its or their obligations hereunder.
Appears in 1 contract
Samples: Zymetx Inc
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but and subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company Company, at the a purchase price of $42.00 per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000share, the same proportion as the number respective numbers of Firm Shares set forth opposite the name names of such Underwriter the Underwriters in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwritershereto. In addition, on upon written notice from the basis Representative given to the Company from time to time not more than 30 days subsequent to the date of this Agreement, the Underwriters may purchase all or less than all of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, Optional Shares at the same purchase price per share to be paid for the Firm Shares, for use solely in covering Shares less an amount per share equal to any overallotments made dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares. The Company agrees to sell to the Underwriters the number of Optional Shares specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Shares. Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Firm Shares set forth opposite such Underwriter's name in Schedule A (subject to adjustment to eliminate fractions). Such option is granted for the purpose of covering over-allotments in connection with the sale and distribution of the Firm Shares. The option granted hereunder right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you the Representative to the Company. The time and date of delivery and payment shall be, with respect to the Firm Shares, 10:00 a.m., New York time, on May 2, 2005 or such other time and date as the Representative and the Company setting forth may agree upon in writing, and with respect to the aggregate number Optional Shares, 10:00 a.m., New York time, on the date specified by the Representative in the written notice given by the Representative of Option the Underwriters' election to purchase such Optional Shares, or such other time and date as the Representative and the Company may agree upon in writing. The time and date for delivery of the Firm Shares as to which is herein called the Underwriters are exercising "FIRST CLOSING DATE". Each time for the optiondelivery of and payment for the Optional Shares, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery ("OPTIONAL CLOSING DATE", which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall be determined by the Representative but shall be not be earlier than three nor later than 10 five full business days after delivery of such written notice of exerciseelection to purchase Optional Shares is given. Each such date for delivery is herein called a "CLOSING DATE". The number of Option Shares to be purchased by each Underwriter on the applicable Closing Date, shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by registered in such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not names as the Representative may request upon at least forty-eight hours' prior notice to the Company and shall be delivered by or on behalf of the UnderwritersCompany to the Representative, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by through the First Closing Date or facilities of the Second Closing Date, as the case may beDepository Trust Company ("DTC"), for the account of such Underwriter, but any such against payment shall not relieve by or on behalf of such Underwriter from any obligation hereunderof the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to the Representative at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the applicable Closing Date with respect thereto at the office of DTC or its designated custodian.
Appears in 1 contract
Samples: Underwriting Agreement (Pinnacle West Capital Corp)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company Company, at the a purchase price of $______ per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicableShare, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver the Purchased Shares to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several UnderwritersUnderwriters at the office of Allex & Xompany Incorporated, certificates representing the Firm Shares to be sold by it711 Xxxxx Xxxxxx, against Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by delivery of federal certified or other immediately available official bank check or checks in New York Clearing House funds, by wire transfer or otherwise, payable to the Company. Such order of Aristo International Corporation, at 10:00 A.M., New York Time, on ____________________, 1996, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment is being herein referred to as called the "FIRST CLOSING DATE." First Closing Date". The certificates for the Firm Purchased Shares so to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations and registered in such names as you may request by notice to the Company not less than two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First such Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 937,500 300,000 Option Shares, Shares at the same purchase price per share to be paid as the Underwriters shall pay for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Purchased Shares. The Such option granted hereunder may be exercised at any time (but not more than once) within 30 days after only to cover over-allotments arising in connection with the date sale of Purchased Shares by the initial public offering Underwriters, such exercise to be upon written notice by you to the Company within 30 days of the date hereof setting forth the aggregate number of Option Options Shares as to which the Underwriters are exercising the option, the denominations and names and denominations in which the certificates for such shares are to Shares should be registered and the time and place at which such certificates will are to be delivered. Such time of delivery and place (which may unless such time is the First Closing Date), herein referred to as the "Second Closing Date", shall be determined by you but shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be nor earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.or
Appears in 1 contract
Samples: Underwriting Agreement Selected Dealer Agreement (Aristo International Corp)
Purchase, Sale and Delivery of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees Selling Stockholders listed on Schedule B hereto, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective number of Firm Shares from set forth opposite the Company names of the Selling Stockholders in Schedule B hereto at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company each Selling Stockholder shall be to purchase from such Selling Stockholder the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000that number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M.a.m., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third full business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following after the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430Aof this Agreement, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company Custodian will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthem, respectively, against payment of the purchase price therefor by delivery of federal certified or other immediately available bank cashier's checks in Chicago Clearing House funds (next-day funds) payable, by wire transfer or otherwiseas appropriate, to the Companyorder of the Selling Stockholders. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M.a.m., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's Selling Stockholders' expense for checking and packaging by the Representative Representatives at 10:00 A.M.a.m., Chicago Time, on the first full business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders listed on Schedule B, severally and not jointly, hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 165,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution distributions of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agent setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from each such Selling Stockholder is set forth in Schedule B hereto. If less than all of the Option Shares are to be purchased, the number of Option Shares which are to be purchased from each Selling Stockholder shall be the product of (A) the aggregate number of Option Shares to be purchased by the Underwriters multiplied by (B) the fraction, the numerator of which is the number of Option Shares such Selling Stockholder has agreed to sell and the denominator of which is the maximum number of Option Shares. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's Selling Stockholders' expense for checking and packaging at 10:00 A.M.a.m., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Periphonics Corp
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago New York Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago New York Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago New York Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 750,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago New York Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, Shares and to make payment and to deliver a receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. On the basis of the representationsrepresentations and warranties contained in, warranties and agreements herein contained, but subject to the terms and conditions herein set forthof, this Agreement, the Company agrees to sell to the Underwriters named in Schedule A heretoUnderwriter, 71 and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase the Firm Shares from the Company at Company. The purchase price for the Firm Shares will be an amount equal to the initial public offering price per share for the Shares as set forth in the Pricing AgreementProspectus (the "Share Public Offering Price"), less 5% of the Share Public Offering Price. The obligation Delivery of each Underwriter to the Company Firm Shares, in definitive form, and payment therefor, shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 made at 10:00 A.M., Chicago TimeSt. Louis time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date after the Registration Statement becomes shall have been declared effective (or, if by the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)Commission, or on such other later date and time not later than ten business days after such date as shall may be agreed upon by in writing between the Representative Underwriter and the Company, such day and time of delivery and payment being herein called the "Closing Date." On the Closing Date, the Firm Shares shall be delivered by the Company will deliver to you the Underwriter at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwritersin New York, certificates representing the Firm Shares to be sold by itNew York, against payment of the purchase price therefor by delivery of federal or other in funds immediately available funds, by wire transfer or otherwise, to the order of the Company. Such time of delivery The Company agrees to make available to the Underwriter for inspection and payment is herein referred packaging in New York, New York, at least one full business day prior to as the "FIRST CLOSING DATE." The Closing Date, certificates for the Firm Shares so to be delivered will be in good delivery form and in such denominations and registered in such names as you request by notice the Underwriter shall have requested, all such requests to have been made in writing at least one full business day prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, representations and warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an to the Underwriter the option to purchase all or a portion of the several Underwriters Option Shares as may be necessary to purchase, severally and not jointly, up to an aggregate of 937,500 Option Sharescover over-allotments, at the same purchase price per share Share Public Offering Price, less 5% of the Share Public Offering Price. This option may be exercised only to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters cover over-allotments in the sale and distribution of Firm Shares by the Firm SharesUnderwriter. The This option granted hereunder may be exercised at any time (but not more than once) within 30 days after on or before the thirtieth day following the effective date of the initial public offering upon Registration Statement by written notice by you to the Company setting Company. Such notice shall set forth the aggregate number of Option Shares as to which the Underwriters are exercising option is being exercised, and the optiondate and time, as reasonably determined by the names and denominations in which Underwriter, when the certificates for such shares Option Shares are to be registered delivered (such date and time being herein sometimes referred to as the time and place at which such certificates will be delivered. Such time of delivery (which may "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other Date nor earlier than the First Closing Date, third business day after the date on which the option shall not be earlier than three have been exercised nor later than 10 full the eighth business days day after the day on which the option shall have been exercised, unless otherwise agreed by the parties. Payment for the Option Shares shall be made in immediately available funds, payable to the order of the Company, at the offices of the Company, or such other place as shall be agreed upon between us, against delivery of such notice of exercise. The number of the Option Shares to be purchased by each the Underwriter shall be determined by multiplying through the number facilities of Option Shares to be sold by a fraction, The Depository Trust Company for the numerator account of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make)Underwriter. Certificates for the Option Shares will shall be made available in such denominations and registered in such names as requested in writing by the Underwriter at least two business days prior to the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Additional Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, each Underwriter and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase the Firm Shares from the Company at the a purchase price of $______ per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000Share, the same proportion as the aggregate number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver the Purchased Shares to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several UnderwritersUnderwriters at the office of Allex & Xompany Incorporated, certificates representing the Firm Shares to be sold by it711 Xxxxx Xxxxxx, against Xxx Xxxx, Xxx Xxxx, xxainst payment of the purchase price therefor by delivery of federal certified or other immediately available official bank check or checks in New York Clearing House funds, by wire transfer or otherwise, payable to the Company. Such order of Vision Solutions, Inc., at 10:00 A.M., New York Time, on ____________________, 1997, or at such other time and date not later than five full business days thereafter as you and the Company may determine, such time and date of delivery and payment is being herein referred to as called the "FIRST CLOSING DATE." First Closing Date". The certificates for the Firm Purchased Shares so to be so delivered will be made available to you at such office for checking at least one full business day prior to such Closing Date and will be in such names and denominations and registered in such names as you may request by notice to the Company not less than two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First such Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants Selling Stockholder grant to the Underwriters an option to the several Underwriters to purchase, severally and not jointly, purchase up to an aggregate of 937,500 ________ Option Shares, Shares at the same purchase price per share to be paid as the Underwriters shall pay for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Purchased Shares. The number of Option Shares to be contributed by the Company and the Selling Stockholders to cover such over-allotments shall be allocated among the Selling Stockholders and with the priority as set forth in Schedule C to this Agreement. Such option granted hereunder may be exercised at any time (but not more than once) within 30 days after only to cover over-allotments arising in connection with the date sale of Purchased Shares by the initial public offering Underwriters, such exercise to be upon written notice by you to the Company within 30 days of the date hereof setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, and with the priority as set forth in Schedule C to this Agreement, the denominations and names and denominations in which the certificates for such shares are to Shares should be registered and the time and place at which such certificates will are to be delivered. Such time of delivery and place (which may unless such time is the First Closing Date), herein referred to as the "Second Closing Date", shall be determined by you but shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be nor earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.later than ten
Appears in 1 contract
Samples: Underwriting Agreement Selected Dealer Agreement (Vision Solutions Inc)
Purchase, Sale and Delivery of Shares. On Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (A) the Company hereby agrees to sell to the Underwriters named in Schedule A heretoUnderwriter, and the Underwriters Underwriter agrees to purchase from the Company, at purchase prices of $______ per Unit, and (B) each of the Selling Securityholders agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter sell to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as Underwriter the number of Shares Units set forth opposite the name of such Underwriter in Selling Securityholder on Schedule A hereto bears hereof, and the Underwriter agrees to purchase from the total number Selling Securityholders, such Units at and for a price of Firm Shares to be purchased by all Underwriters under this Agreement$______ per Unit. The initial public offering price Company and the purchase price shall be set forth in Selling Securityholders will deliver the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected Units to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)you at your office, or such other time not later than ten business days after such date place as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itmay designate, against payment of to the purchase price therefor by delivery of federal or other immediately available funds, Company and the Selling Securityholders for the Units by wire transfer or otherwise, by certified or official bank check or checks payable in New York Clearing House funds to the Companyorder of the Company and the attorneys-in-fact of the Selling Securityholders. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M.and the Selling Securityholders given not later than 5:00 P.M., Chicago TimeNew York City time, on the second business day next preceding the First Closing Date. The date and the time of such delivery and payment shall be 11:00 A.M., New York City time, on ____________, 1996 (or such other time and will be made date as you and the Company and the Selling Securityholders may agree upon). The time and date of such payment and delivery is herein sometimes referred to as the "Closing Date". The Company and the Selling Securityholders agree to make the Units available at to you for the Company's expense for purpose of expediting the checking and packaging by of the Representative Units, at 10:00 A.M.the office at which they are to be delivered, Chicago Timenot later than 2:00 P.M., New York City time, on the business day next preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the The Company hereby grants an option to you the several Underwriters right, exercisable within 45 days from the date hereof, to purchase, severally and not jointly, purchase from the Company up to an aggregate of 937,500 Option Shares, 60,000 additional Units (the "Additional Units") at the same a purchase price of $_______ per share to be paid Unit, for the Firm Shares, for use solely in purpose of covering any overallotments made by the Underwriters over-allotments in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date Underwriter of the initial public offering upon Units. You may exercise your right to purchase Additional Units by giving written notice by you of such exercise to the Company setting Company. Such notice shall set forth the aggregate number of Option Shares Additional Units as to which the Underwriters are exercising the optionsuch right is being exercised, the names and in which Additional Units are to be registered, the denominations in which the certificates for such shares Additional Units are to be registered issued and the date and time, as determined by you, when the Additional Units are to be delivered (such date and time and place at which such certificates will be delivered. Such time of delivery (which may being herein sometimes referred to as the "Additional Closing Date"); provided, however, that the Additional Closing Date ----------------- shall not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of Additional Closing Date may be on the Closing Date; if not, it shall be no earlier than the third business day after the date on which the right shall have been exercised nor later than the twelfth business day after the date on which the right shall have been exercised. The Company will deliver the Additional Units to you at your office, or such other place as you may designate, against payment to the Company for and delivery the Additional Units by wire transfer or by certified or official bank check or checks payable in New York Clearing House funds to the order of the Option Shares shall Company. The Additional Units so to be delivered will be in definitive, fully registered form in such authorized denominations and registered in such names as you request by notice to the same as Company given not later than 5:00 P.M., New York City time, on the second business day next preceding the Additional Closing Date. The Company agrees to make the Additional Units available to you for the Firm Shares as specified purpose of expediting the checking and packaging of the Units, at the office at which they are to be delivered, not later than 2:00 P.M., New York City time, on the business day next preceding the Additional Closing Date. It is understood that the Underwriter proposes to offer the Units for sale to the public upon the terms and conditions set forth in the preceding paragraph. You have advised Registration Statement, after the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderRegistration Statement becomes effective.
Appears in 1 contract
Samples: Underwriting Agreement (Hungarian Broadcasting Corp)
Purchase, Sale and Delivery of Shares. 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 Selling Stockholders, severally and not jointly, agree to sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders, respectively, 710,000 Firm Shares from the Company at and the price per share respective number of Firm Shares set forth opposite the names of the Selling Stockholders in Schedule B hereto on the pricing terms as set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000710,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The obligation of each Underwriter to each Selling Stockholder shall be to purchase from such Selling Stockholder the number of full shares which (as nearly as practicable, as determined by you) bears to that number of Firm Shares set forth opposite the name of such Selling Stockholder in Schedule B hereto, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price and the purchase price other pricing terms shall be set forth in the Pricing Agreement. At 9:00 10:00 A.M., Chicago New York City Time, on the fourth business dayJune 29, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement)2005, or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company and the Custodian will deliver to you at the offices of counsel for the Underwriters Company or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by itthem, respectively, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the CompanyCompany and the Custodian. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company and the Custodian prior to 10:00 A.M., Chicago New York City Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago New York City Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the UnderwritersCompany. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 284,884 Option Shares, at on the same purchase price per share to be paid for pricing terms as the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering this Agreement upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased from the Company and the Selling Stockholders shall be the respective number of Option Shares set forth opposite the names of the Company and the Selling Stockholders in Schedule B hereto. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company and the Selling Stockholders pursuant to such notice of exercise by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago New York City Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholders that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to give receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 210,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering of the Public Offering Shares upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Public Offering Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Public Offering Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Heritage-Crystal Clean, Inc.
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A heretoUnderwriters, and the Underwriters agreeeach Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $ ____________ per share (the "Purchase Price"), the respective number of Firm Shares from the Company at the price per share as hereinafter set forth in the Pricing Agreementforth. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares Firm Shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares is set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 4 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or made through the facilities of The Depository Depositary Trust Company ("DTC"), for the respective accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment to the Company of the purchase price therefor by delivery of federal or other immediately available funds, Purchase Price therefore by wire transfer of Federal or otherwise, to the Companyother funds immediately available in New York City. Such The time and date of delivery and payment is for the Firm Shares shall be 7:00 A.M., California time, on the third (3rd) full business day following the first day that Shares are traded (or at such time and date to which payment and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or such other location 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 and registered in as the Representatives may request, such names as you request by notice to be made at least two (2) full business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase, severally and not jointly, purchase up to an aggregate of 937,500 300,000 Option Shares, Shares from the Company at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm SharesPurchase Price. The Such option granted hereunder may be exercised at any time by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part during the forty-five (but not more than once45) within 30 days day period after the date of on which the initial public offering upon notice by you Firm Shares are initially offered to the Company setting forth public, by giving written notice to the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exerciseCompany. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be determined by multiplying the same proportion of the total number of Option Shares to be sold by a fraction, the numerator of which is purchased as the number of Firm Shares to be purchased by such Underwriter as (set forth opposite its name in Schedule A and the denominator of which is hereto) bears to the total number of Firm Shares purchased by the several Underwriters (subject set forth in Schedule A hereto), adjusted by the Representatives in such manner as to such adjustments to eliminate any avoid fractional share purchases as you in your absolute discretion may make)shares. Certificates Delivery of definitive certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 4 shall be made through the facilities of the DTC for the respective accounts of the several Underwriters against payment of the Purchase Price therefore by wire transfer of Federal or other funds immediately available in New York City. Such delivery and payment shall take place at such place as may be agreed upon by the Representatives (i) on the Closing Date, if written notice of the exercise of such option is received by the Agent at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full business days prior to such date of payment and delivery. 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 funds check or checks shall not have been received by you by prior to the First Closing Date date of payment and delivery for the Firm Shares or the Second Closing DateOption Shares, as the case may be, for the account of to be purchased by such Underwriter, but any Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter from or Underwriters of any obligation of its or their obligations hereunder.. Upon exercise of any option provided for in this Section 4, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained in each case in all material respects. The Company is advised by the Representatives that the several Underwriters intend to make an initial public offering (as such term is described
Appears in 1 contract
Samples: American National Financial Inc
Purchase, Sale and Delivery of Shares. (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 to the Underwriters named in Schedule A heretoUnderwriter, and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Company, the Firm Shares from Shares. The purchase price per share to be paid by the Underwriter to the Company at shall be the price per share set forth in the Pricing Agreement. The obligation Delivery of each Underwriter to certificates for the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. The initial public offering price the Underwriter and the purchase price payment therefor shall be set forth in made at the Pricing Agreement. At 9:00 A.M.offices of Xxxxxx & Xxxxxx Incorporated, Chicago Time000 Xxxxxxxxxx Xxxxxx, on the fourth business day00xx Xxxxx, if permitted under Rule 15c6-1 under the Exchange ActXxx Xxxxxxxxx, Xxxxxxxxxx (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date place as shall may be agreed upon by the Representative Company and the CompanyUnderwriter) at such time and date, not later than the Company will deliver to you at third full business day following the offices first date that any of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares are released by you for sale to the public, as you shall designate by at least 48 hours prior written notice to the Company (the "First Closing Date"); provided, however, that if the Prospectus is at any time prior to the First Closing Date recirculated to the public, the First Closing Date shall occur upon the later of the third full business day following the first date that any of the Firm Shares are released by you for sale to the public or the date that is 48 hours after the date that the Prospectus has been so recirculated. The Underwriter shall promptly advise the Company of the making of the public offering. Delivery of certificates for the Firm Shares shall be sold made by itor on behalf of the Company to you, against payment by you of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to an account designated by the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to shall be delivered will be in such denominations and registered in such names and denominations as you request by notice to the Company shall have requested in writing at least two full business days prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will shall be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing DateDate at a location in New York, New York, as may be designated by you. Payment for the Firm Shares so to be delivered Time shall be made of the essence, and delivery at the time and place specified in this Agreement is a further condition to the manner described above at the offices of counsel for the Underwriters. In addition, on the basis obligations of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Independent Bankshares Inc)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates uncertificated book-entry shares representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates uncertificated book-entry shares for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 443,479 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any from time (but not more than once) to time within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates shares will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Underwriting Agreement (Heritage-Crystal Clean, Inc.)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company 1,250,000 Firm Shares at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreement. A. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A430B, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be so delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 187,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering Prospectus first filed by the Company pursuant to Rule 424(b) under the 1933 Act (the “Rule 424 Prospectus”) upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by the Company by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.Closing
Appears in 1 contract
Samples: Portfolio Recovery Associates Inc
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears equal to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1213 hereof) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." ” The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 500,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The maximum number of Option Shares to be purchased from the Company and the Selling Stockholder are set forth in Schedule C hereto. If the Underwriters elect to exercise the option granted hereunder, the first 333,333 Option Shares purchased pursuant to such option shall be purchased from the Selling Stockholder, and any additional Option Shares purchased pursuant to such option shall be purchased from the Company. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's ’s expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Purchase, Sale and Delivery of Shares. On the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters named in Schedule A hereto, and the Underwriters agreeeach Underwriter, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of and each Underwriter to the Company shall be Underwriter, severally and not jointly, agrees to purchase from the Company that number Company, respectively, at a purchase price per share of full shares which (as nearly as practicable$5.00 per Share, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears (subject to adjustment as provided in Section 10). Delivery of definitive certificates for the total number of Firm Shares to be purchased by all the Underwriters under pursuant to this Agreement. The initial public offering price and the purchase price Section 3 shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, made against payment of the purchase price therefor by delivery of federal the Underwriters by certified or other immediately available official bank check in next day funds, by wire transfer or otherwise, payable to the order of the Company at the offices of Capital West Securities, Inc., 211 X. Xxxxxxxx, 00th Floor, One Xxxxxxxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxx 00000, xx at such other place as shall be agreed upon by the Underwriters and the Company. Such , at 9:30 a.m. on the fourth business day following the first day that Shares are traded (or at such time and date to which payments and delivery shall have been postponed pursuant to Section 10 hereof), such time and date of payment and delivery and payment is being herein referred to as called the "FIRST CLOSING DATEClosing Date." The certificates for the Firm Shares so to be so delivered will be made available to you at such office or at such other location as you may reasonably request for checking at least one business day prior to the Closing Date and will be in such names and denominations and registered in such names as you may request, such request by notice to be made at least two business days prior to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for If the Firm Underwriters so elect, delivery of the Shares so to be delivered shall may be made by credit through full fast transfer to the accounts at the time and in the manner described above at the offices of counsel for Depository Trust Company designated by the Underwriters. In additionIt is understood that Capital West, on the basis individually and not as representative of the representationsseveral Underwriters, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery obligated to) make payment of such notice the purchase price on behalf of exercise. The number of Option Shares any Underwriter or Underwriters whose check or checks shall not have been received by Capital West prior to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, Closing Date for the numerator of which is the number of Firm Shares to be purchased by such Underwriter or Underwriters. Any such payment by Capital West 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 offer the Firm Shares to the public as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunderProspectus.
Appears in 1 contract
Samples: Underwriting Agreement (Grand Adventures Tour & Travel Publishing Corp)
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in Section 2 of the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or you, by credit through the full fast transfer facilities of The Depository Trust Company for to the accounts account(s) designated by the Representatives on behalf of the several Underwriters, certificates representing the Firm Shares to be sold by it, against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the CompanyCompany and subject to any applicable Legal Requirements. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE“First Closing Date." The ” In lieu of such electronic delivery of some or all of the Firm Shares, one or more certificates for the portion of Firm Shares so requested to be delivered in certificated form at the First Closing Date will be delivered in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second business day preceding the First Closing Date, and will be made available at the Company's ’s expense for checking and packaging by the Representative at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment Subject to any applicable Legal Requirements, payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at to an account designated by the offices of counsel for Company prior to the UnderwritersFirst Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option the Overallotment Option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 726,395 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option Overallotment Option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering this Agreement upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the optionOverallotment Option, the time of delivery of the Option Shares (as specified below) and, if some or all of the Option Shares are to be delivered in certificated form, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will shall be delivered. Such time of delivery of the Option Shares (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE“Second Closing Date," ” shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Fuqi International, Inc.
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears equal to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 1213 hereof) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATE." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholder hereby grants grant an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 615,000 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company and the Agents setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATE," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The maximum number of Option Shares to be purchased from the Company and the Selling Stockholder are set forth in Schedule C hereto. If the Underwriters elect to exercise the option granted hereunder, the first 267,000 Option Shares purchased pursuant to such option shall be purchased from the Selling Stockholder, and any additional Option Shares purchased pursuant to such option shall be purchased from the Company. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company and the Selling Stockholder that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to acknowledge receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: Standard Parking Corp
Purchase, Sale and Delivery of Shares. 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 sell to the Underwriters named in Schedule A hereto, and the Underwriters agree, severally and not jointly, to purchase the Firm Shares from the Company at the price per share set forth in the Pricing Agreement. The obligation of each Underwriter to the Company shall be to purchase from the Company that number of full shares which (as nearly as practicable, as determined by you) bears to 6,250,000, the same proportion as the number of Shares set forth opposite the name of such Underwriter in Schedule A hereto bears to the total number of Firm Shares to be purchased by all Underwriters under this Agreementhereto. The initial public offering price and the purchase price shall be set forth in the Pricing Agreement. At 9:00 A.M., Chicago Time, on the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act or unless postponed in accordance with the provisions of Section 12) following the date the Registration Statement becomes effective (or, if the Company has elected to rely upon Rule 430A, the fourth business day, if permitted under Rule 15c6-1 under the Exchange Act, (or the third business day if required under Rule 15c6-1 under the Exchange Act) after execution of the Pricing Agreement), or such other time not later than ten business days after such date as shall be agreed upon by the Representative Representatives and the Company, the Company will deliver to you at the offices of counsel for the Underwriters or through the facilities of The Depository Trust Company for the accounts of the several Underwriters, certificates representing the Firm Shares to be sold by it, it against payment of the purchase price therefor by delivery of federal or other immediately available funds, by wire transfer or otherwise, to the Company. Such time of delivery and payment is herein referred to as the "FIRST CLOSING DATEFirst Closing Date." The certificates for the Firm Shares so to be delivered will be in such denominations and registered in such names as you request by notice to the Company prior to 10:00 A.M., Chicago Time, on the second full business day preceding the First Closing Date, and will be made available at the Company's expense for checking and packaging by the Representative Representatives at 10:00 A.M., Chicago Time, on the business day preceding the First Closing Date. Payment for the Firm Shares so to be delivered shall be made at the time and in the manner described above at the offices of counsel for the Underwriters. In addition, on the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 937,500 803,550 Option Shares, at the same purchase price per share to be paid for the Firm Shares, for use solely in covering any overallotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised at any time (but not more than once) within 30 days after the date of the initial public offering upon notice by you to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for such shares are to be registered and the time and place at which such certificates will be delivered. Such time of delivery (which may not be earlier than the First Closing Date), being herein referred to as the "SECOND CLOSING DATESecond Closing Date," shall be determined by you, but if at any time other than the First Closing Date, shall not be earlier than three nor later than 10 full business days after delivery of such notice of exercise. The number of Option Shares to be purchased by each Underwriter shall be determined by multiplying the number of Option Shares to be sold by a fraction, the numerator of which is the number of Firm Shares to be purchased by such Underwriter as set forth opposite its name in Schedule A and the denominator of which is the total number of Firm Shares (subject to such adjustments to eliminate any fractional share purchases as you in your absolute discretion may make). Certificates for the Option Shares will be made available at the Company's expense for checking and packaging at 10:00 A.M., Chicago Time, on the first full business day preceding the Second Closing Date. The manner of payment for and delivery of the Option Shares shall be the same as for the Firm Shares as specified in the preceding paragraph. You have advised the Company that each Underwriter has authorized you to accept delivery of its Shares, to make payment and to receipt therefor. You, individually and not as the Representative Representatives of the Underwriters, may make payment for any Shares to be purchased by any Underwriter whose funds shall not have been received by you by the First Closing Date or the Second Closing Date, as the case may be, for the account of such Underwriter, but any such payment shall not relieve such Underwriter from any obligation hereunder.
Appears in 1 contract
Samples: American Medserve Corp
