PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree to sell to the several Underwriters the Firm Common Shares upon the terms set forth herein. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders shall be $41.1510 per share. (b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BAS, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX (or such other place as may be agreed to by the Company, the Selling Stockholders and the Representatives) at 9:00 a.m. New York time, on July 30, 2004 or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10. (c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, an option to the several Underwriters to purchase from it up to an aggregate of 200,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).
Appears in 1 contract
Samples: Underwriting Agreement (Fairfax Financial Holdings LTD/ Can)
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 ___ per share.
(b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BASBanc of America Securities LLC, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX 600 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the Representatives) at 9:00 6:00 a.m. New York San Francisco time, on July 30March __, 2004 2000, or such other time and date not later than 1:30 p. m. New York 10:30 a.m. San Francisco time, on July 30March __, 2004 2000 as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 495,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders Company.
(with a copy d) Public Offering of the Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the Company)public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable.
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Silicon Solution Inc)
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common SharesTHE FIRM COMMON SHARES. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 [___] per share.
(b) The First Closing Date. THE FIRST CLOSING DATE. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BASXxxxxxxxxx Securities, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the Representatives) at 9:00 a.m. New York time6:00 a.m., Pacific Time, on July 30[___], 2004 or such other time and date not later than 1:30 p. m. New York time10:30 a.m., Pacific Time, on July 30, 2004 [___] as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares. THE OPTIONAL COMMON SHARES; the Second Closing DateTHE SECOND CLOSING DATE. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 375,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy Company. PUBLIC OFFERING OF THE COMMON SHARES. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. The Representatives hereby further advise the Company that (i) the Underwriters will offer the Common Shares for sale to the public initially at a price of $[___] per share and to certain dealers selected by the Representatives at a price that represents a concession of not more than $[___] per share from such initial public offering price and (ii) any Underwriter may allow, and such dealers may reallow, a concession of not more than $[___] per share to any other Underwriter or to certain other dealers. PAYMENT FOR THE COMMON SHARES. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company). It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. Xxxxxxxxxx Securities, individually and not as a Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives 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 of its obligations under this Agreement.
Appears in 1 contract
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters Underwriter the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Selling Stockholders Company all of the respective number of Firm Common Shares set forth opposite their names on Schedule A. Shares. The purchase price per Firm Common Share to be paid by the several Underwriters Underwriter to the Selling Stockholders Company shall be $41.1510 12.50 per share.
(b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters Underwriter and payment therefor shall be made at the offices of BAS9:00 a.m., 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX (or such other place as may be agreed to by the Company, the Selling Stockholders and the Representatives) at 9:00 a.m. New York City time, on July 30February 20, 2004 2002 or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives Underwriter shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing delivery for the Firm Common Shares are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives Underwriter to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10Prospectus.
(c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters Underwriter to purchase from it up to an aggregate of 200,000 150,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriters Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy Underwriter to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each The Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders Company.
(with a copy d) Public Offering of the Common Shares. The Underwriter hereby advises the Company that the Underwriter intends to offer for sale to the public, as described in the Prospectus, the Common Shares as soon after this Agreement has been executed as the Underwriter, in its sole judgment, has determined is advisable and practicable.
(e) Payment for the Common Shares. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company).
Appears in 1 contract
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common SharesTHE FIRM COMMON SHARES. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 [___] per share.
(b) The First Closing Date. THE FIRST CLOSING DATE. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BASXxxxxxxxxx Securities, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the Representatives) at 9:00 6:00 a.m. New York San Francisco time, on July 30[___], 2004 or such other time and date not later than 1:30 p. m. New York 10:30 a.m. San Francisco time, on July 30, 2004 [___] as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares. THE OPTIONAL COMMON SHARES; the Second Closing DateTHE SECOND CLOSING DATE. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 300,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule SCHEDULE A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).
Appears in 1 contract
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares and the Optional Common Shares. The Selling Stockholders agree Company agrees to sell to the several Underwriters the Firm Common Shares upon the terms set forth herein. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 [______] per share.
(b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BAS, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX (or such other place as may be agreed to by the Company, the Selling Stockholders and the Representatives) at 9:00 a.m. New York time, on July 30, 2004 or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 [______] Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by , as set forth in the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Sharespreceding paragraph. The option granted hereunder may be exercised at any time (but not more than once) and from time to time upon notice by the Representatives to the Option Selling Stockholders (with a copy Underwriters to the Company), which notice may be given at any time and from time to time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First “Closing Date" ” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such Each time and date of delivery, if subsequent to the First Closing Date, is called the "Second a “Subsequent Closing Date" ” and shall be determined by the Representatives Underwriters and shall not be earlier than three two nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives Underwriters may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior Common Shares are to its expiration by giving written notice of such cancellation be offered to the Selling Stockholders public initially at $[____] per share (with the “Public Offering Price”) and to certain dealers selected by the Underwriters at a copy to price that represents a concession not in excess of $[____] per share under the Company).Public Offering
Appears in 1 contract
Samples: Underwriting Agreement (Mueller Water Products, Inc.)
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree to sell to the several Underwriters Underwriter the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, Underwriter agrees to purchase from the Selling Stockholders all of the respective number of Firm Common Shares set forth opposite their names on Schedule A. Shares. The purchase price per Firm Common Share to be paid by the several Underwriters Underwriter to the Selling Stockholders shall be $41.1510 15.0765 per share (representing a public offering price of $15.5500 per share, less an underwriting discount of $0.4735 per share).
(b) The Additional Common Shares. Provided that prior to the Notice Deadline the Underwriter shall have provided to the Selling Stockholders the Additional Shares Notice, the Selling Stockholders agree to sell to the Underwriter at the price set forth in subsection (a) above the number of Additional Common Shares set forth in the Additional Shares Notice. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriter agrees to purchase from the Selling Stockholders the number of Additional Common Shares as the Underwriter shall have set forth in the Additional Shares Notice.
(c) The First Closing Date. Delivery of certificates for the Firm Common Shares and any Additional Common Shares to be purchased by the Underwriters Underwriter and payment therefor shall be made at the offices of BAS9:00 a.m., 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX (or such other place as may be agreed to by the Company, the Selling Stockholders and the Representatives) at 9:00 a.m. New York City time, on July 30June 11, 2004 or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives Underwriter shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing delivery for the Firm Common Shares are called the "“First Closing Date"”). The Company and the Selling Stockholders hereby acknowledge that circumstances under which the Representatives Underwriter may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives Underwriter to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10Prospectus.
(cd) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each Stockholders hereby grants, severally and not jointly, grant an option to the several Underwriters Underwriter to purchase from it up to an aggregate of 200,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) the Selling Stockholders at the purchase price per share to be paid by the Underwriters Underwriter for the Firm Common Shares the Overallotment Common Shares. The option granted hereunder is for use by the Underwriters Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares and Additional Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives Underwriter to the Option Selling Stockholders (with a copy to the Company)Stockholders, which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).this
Appears in 1 contract
Samples: Underwriting Agreement (U S Restaurant Properties Inc)
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 ___ per share.
(b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BAS, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX the Representative (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the RepresentativesRepresentative) at 9:00 10:00 a.m. New York Eastern time, on July 30________, 2004 2001, or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives Representative shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"), but in no event more than seven business days after the effective date of the Registration Statement. The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way not limited to, any determination by the Company, the Selling Stockholders Company or the Representatives Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 300,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments overallotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy Representative to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may not be simultaneous with, but not earlier than, than the First Closing Date; and in the case that such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).simultaneous with
Appears in 1 contract
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 [___] per share.
(b) . The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BAS, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX 000 Xxxxxxxxxx Xxxxxx, San Francisco, California (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the Representatives) at 9:00 6:00 a.m. New York San Francisco time, on July 30, 2004 [___],or such other time and date not later than 1:30 p. m. New York 10:30 a.m. San Francisco time, on July 30, 2004 the tenth business day following the originally contemplated First Closing Date as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Company or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) . The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 375,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy Company. Public Offering of the Common Shares. The Representatives hereby advise the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, have determined is advisable and practicable. Payment for the Common Shares. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company). It is understood that the Representatives have been authorized, for their own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. The Representatives individually and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representatives 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 of its obligations under this Agreement. Delivery of the Common Shares. The Company shall deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the receipt of satisfactory evidence of the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representatives for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the receipt of satisfactory evidence of the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representatives shall have requested at least two full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representatives may designate. Time shall be of the essence, and delivery at the time and place specified in this Agreement is a further condition to the obligations of the Underwriters. Delivery of Prospectus to the Underwriters. Not later than 12:00 p.m. on the second business day following the date the Common Shares are first released by the Underwriters for sale to the public, the Company shall deliver or cause to be delivered, copies of the Prospectus in such quantities and at such places as the Representatives shall request.
Appears in 1 contract
Samples: Underwriting Agreement (Ancor Communications Inc /Mn/)
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Selling Stockholders agree Company agrees to issue and sell to the several Underwriters the Firm Common Shares upon the terms herein set forth hereinforth. On the basis of the representations, warranties and agreements herein containedcontained in this Agreement, and upon the terms but subject to the conditions herein set forthforth in this Agreement, the Underwriters agree, severally and not jointly, to purchase from the Selling Stockholders Company the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Selling Stockholders Company shall be $41.1510 ___ per share.
(b) The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BASEVEREN Securities, 0 Xxxx 00xx Inc., 77 W. Xxxxxx Xxx Xxxx XX Xxxxx, Suite 3100, Chicago, Illinois (or such other place as may be agreed to by the Company, the Selling Stockholders Company and the RepresentativesRepresentative) at 9:00 a.m. New York San Francisco time, on July 30, 2004 or such other time and date not later than 1:30 p. m. New York time, on July 30, 2004 as the Representatives Representative shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are is called the "First Closing Date"). The Company and the Selling Stockholders hereby acknowledge acknowledges that circumstances under which the Representatives Representative may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited towithout limitation, any determination by the Company, the Selling Stockholders Company or the Representatives Representative to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein containedcontained in this Agreement, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwaterforth in this Agreement, the "Option Selling Stockholders") each Company hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 375,000 Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and 22 distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy Representative to the Company), which notice may be given at any time within 30 thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares. The Representatives Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders Company.
(with a copy d) Public Offering of the Common Shares. The Representative hereby advises the Company that the Underwriters intend to offer for sale to the public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representative, in its sole judgment, has determined is advisable and practicable.
(e) Payment for the Common Shares. Payment for the Common Shares shall be made at the First Closing Date (and, if applicable, at the Second Closing Date) by wire transfer of immediately available funds to the order of the Company. It is understood that the Representative has been authorized, for its own account and the accounts of the several Underwriters, to accept delivery of and receipt for, and make payment of the purchase price for, the Firm Common Shares and any Optional Common Shares the Underwriters have agreed to purchase. EVEREN Securities, Inc., individually and not as the Representative of the Underwriters, may (but shall not be obligated to) make payment for any Common Shares to be purchased by any Underwriter whose funds shall not have been received by the Representative 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 of its obligations under this Agreement.
(f) Delivery of the Common Shares. 23
(i) The Company shall deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters certificates for the Firm Common Shares at the First Closing Date, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The Company shall also deliver, or cause to be delivered, to the Representative for the accounts of the several Underwriters, certificates for the Optional Common Shares the Underwriters have agreed to purchase at the First Closing Date or the Second Closing Date, as the case may be, against the irrevocable release of a wire transfer of immediately available funds for the amount of the purchase price therefor. The certificates for the Common Shares shall be in definitive form and registered in such names and denominations as the Representative shall have requested at least two (2) full business days prior to the First Closing Date (or the Second Closing Date, as the case may be) and shall be made available for inspection on the business day preceding the First Closing Date (or the Second Closing Date, as the case may be) at a location in New York City as the Representative may designate.
(ii) Notwithstanding the terms of the preceding Section 2(f)(i), or elsewhere in this Agreement, that contemplate physical certificates for the Common Shares, upon the Company's request, but only with the consent of the Representative, the Common Shares may be issued without certificates and constructive delivery of such uncertificated Common Shares to the Underwriters may be accomplished through the FAST system of The Depository Trust Company by the Company causing the transfer agent and registrar of the Common Shares, on the applicable Closing Date, to issue one or more Depository Trust Company Book Entry Positions, representing in the aggregate the number of Common Shares to be delivered to the Representative on such Closing Date, to such account or accounts as shall be specified by the Representative in an instruction letter or other communication to the Company or such transfer agent.
Appears in 1 contract
PURCHASE, SALE AND DELIVERY OF THE COMMON SHARES. (a) The Firm Common Shares. The Upon the terms herein set forth, (i) the Company agrees to issue and sell to the several Underwriters an aggregate of 2,500,000 Firm Common Shares and (ii) the Selling Stockholders agree Stockholder agrees to sell to the several Underwriters the 250,000 Firm Common Shares upon the terms set forth hereinShares. On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Underwriters agree, severally and not jointly, to purchase from the Company and the Selling Stockholders Stockholder the respective number of Firm Common Shares set forth opposite their names on Schedule A. The purchase price per Firm Common Share to be paid by the several Underwriters to the Company and the Selling Stockholders Stockholder shall be $41.1510 [___] per share.
(b) . The First Closing Date. Delivery of certificates for the Firm Common Shares to be purchased by the Underwriters and payment therefor shall be made at the offices of BASthe Company, 0 Xxxx 00xx Xxxxxx Xxx Xxxx XX 100 Brookwood Place, Birmingham, Alabama 35209 (or such other place as may be agreed to by the Company, the Selling Stockholders and the Representativesxxx xx xxxxxx xx xx xxx Xxxxxxx xxx XXX) at 9:00 xx 0:00 a.m. New York time, on July 30[___], 2004 or such other time and date not later than 1:30 p. m. 1:00 p.m. New York time, on July 30, 2004 [___] as the Representatives shall designate by notice to the Company and the Selling Stockholders (the time and date of such closing are called the "First Closing Date"). The Company and the Selling Stockholders Stockholder hereby acknowledge that circumstances under which the Representatives may provide notice to postpone the First Closing Date as originally scheduled include, but are in no way limited to, any determination by the Company, the Selling Stockholders Stockholder or the Representatives to recirculate to the public copies of an amended or supplemented Prospectus or a delay as contemplated by the provisions of Section 10.
(c) . The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance the Company ("Clearwater") and United States Fire Insurance Company (collectively with Clearwater, the "Option Selling Stockholders") each hereby grants, severally and not jointly, grants an option to the several Underwriters to purchase from it purchase, severally and not jointly, up to an aggregate of 200,000 [375,000] Optional Common Shares (collectively, 400,000 Optional Common Shares) from the Company at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term "First Closing Date" shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the "Second Closing Date" and shall be determined by the Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, (a) each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, the Company agrees to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Firm Common Shares set forth in Schedule B opposite the name "Introductory" paragraph of such Selling Stockholder this Agreement to be sold by the Company, bears to the total number of Optional Firm Common Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. Public Offering of the Common Shares. The Representatives hereby advise the Company and the Selling Stockholders (with a copy Stockholder that the Underwriters intend to offer for sale to the Company)public, as described in the Prospectus, their respective portions of the Common Shares as soon after this Agreement has been executed and the Registration Statement has been declared effective as the Representatives, in their sole judgment, has determined is advisable and practicable.
Appears in 1 contract
