Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, (i) the Company agrees to issue and sell to the several Underwriters the New Shares at the Issue Price (as defined below) per share (plus, in accordance with subsection (c) hereof, the Excess Proceeds Amount) and each of the Underwriters agrees, severally and not jointly, to underwrite and purchase from the Company the respective number of New Shares set forth opposite the names of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of New Shares to Be Purchased by the Underwriters”, (ii) Infineon agrees to sell to the several Underwriters and each Underwriter agrees to underwrite and purchase from Infineon, severally and not jointly, the respective number of Existing Firm Underlying Shares set forth opposite the name of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of Existing Firm Underlying Shares to be Purchased from Infineon”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, and (iii) Infineon agrees to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 Optional Underlying Shares as set forth in Schedule A to the Pricing Agreement in the column captioned “Number of Optional Underlying Shares to be Purchased from Infineon if Over-Allotment Exercised in Full”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, it being understood that if any Optional Underlying Shares are sold, each Underwriter agrees to purchase that number of Optional Underlying Shares which bears the same proportion to the total number of Optional Underlying Shares as the proportion of the New Shares purchased by such Underwriter to the total number of New Shares purchased by all Underwriters, subject at all times to the Representatives’ right to make any necessary adjustments to prevent the sale or purchase of fractional shares.
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Samples: Underwriting Agreement (Qimonda AG), Underwriting Agreement (Qimonda AG)
Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company agrees to sell to the Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company, at a purchase price of $4.136 per share, the respective number of Firm Shares set forth opposite the name of such Underwriter in Schedule I annexed hereto. The Company will deliver the Firm Shares to the respective accounts of the Underwriters against payment of the purchase price in cash by wire transfer of immediately available funds to an account or accounts of the Company, which accounts have been designated by the Company in writing at least one day prior to the Closing Date at the office of Cooley Godward Kronish LLP, 3000 Xxxxxxx Xx., Xxxx Xxxx, Xxxxxxxxxx 00000, at 7:00 a.m. Pacific Daylight Time, on October 10, 2006, or at such other time not later than seven full business days thereafter as the Underwriters and the Company may mutually agree, such time being herein referred to as the “Closing Date.” The certificates for the Firm Shares so to be delivered will be in definitive form, in such denominations and registered in such names as the Underwriters request and (i) will be made available for checking and packaging at the above office of Cxxxxx Godward Kronish LLP, at least 24 hours prior to the Closing Date or (ii) delivered through the facilities of the Depositary Trust Company (“DTC”) for the respective accounts of the Underwriters. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth hereinforth, (i) the Company agrees to issue and sell hereby grants an option to the several Underwriters the New Shares at the Issue Price (as defined below) per share (plus, in accordance with subsection (c) hereof, the Excess Proceeds Amount) and each of the Underwriters agrees, severally and not jointly, to underwrite and purchase from the Company the respective number of New Shares set forth opposite the names of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of New Shares to Be Purchased by the Underwriters”, (ii) Infineon agrees to sell to the several Underwriters and each Underwriter agrees to underwrite and purchase from Infineonpurchase, severally and not jointly, the respective Option Shares at the price per share as set forth in the first paragraph of this Section 2. The number of Existing Option Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Option Shares being purchased as the number of Firm Underlying Shares set forth opposite the name of the Underwriters in such Underwriter on Schedule A to the Pricing Agreement under the column captioned “Number of Existing Firm Underlying Shares to be Purchased from Infineon”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, and (iii) Infineon agrees to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 Optional Underlying Shares as set forth in Schedule A to the Pricing Agreement in the column captioned “Number of Optional Underlying Shares to be Purchased from Infineon if Over-Allotment Exercised in Full”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, it being understood that if any Optional Underlying Shares are sold, each Underwriter agrees to purchase that number of Optional Underlying Shares which I hereto bears the same proportion to the total number of Optional Underlying Firm Shares (subject, in each case, to such adjustment as you may determine solely to eliminate fractional shares). The option granted hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Date and (ii) only once thereafter within 30 days after the date of this Underwriting Agreement, by the Underwriters, to the Company setting forth the number of Option Shares to be purchased and the time and date at which such certificates are to be delivered in the same manner as the proportion Firm Shares certificates. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Underwriters, but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Date (such time and date being herein referred to as the “Option Closing Date”). The Underwriters may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares will be made on the Option Closing Date in immediately available funds by wire transfer to the order of the New Company for the Option Shares purchased to be sold by such Underwriter to it against delivery of certificates therefor at the total number offices of New Shares purchased by all UnderwritersCooley Godward Kronish LLP, subject at all times to 3000 Xxxxxxx Xx., Xxxx Xxxx, Xxxxxxxxxx 00000 in the Representatives’ right to make any necessary adjustments to prevent same manner as the sale or purchase delivery of fractional sharesthe Firm Shares.
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Samples: Dynavax Technologies Corp
Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, : (i) the Company Issuer agrees to issue and sell to the several Underwriters the New Shares at the Issue Price (as defined below) per share (plus, in accordance with subsection (c) hereof, the Excess Proceeds Amount) and each of the Underwriters agrees, severally and not jointly, to underwrite and purchase from the Company the respective number of New Shares set forth opposite the names of the Underwriters in Schedule A to the Pricing Agreement under the column captioned “Number of New Shares to Be Purchased by the Underwriters”, (ii) Infineon agrees to sell to the several Underwriters Underwriter and each Underwriter agrees to underwrite and purchase from Infineonthe Issuer, severally and not jointly, the respective number principal amount of Existing Firm Underlying Shares Offered Securities set forth opposite the name of the Underwriters such Underwriter in Schedule A to the Pricing Agreement E hereto under the column captioned “Number Principal Amount of Existing Firm Underlying Shares Securities to be Purchased from InfineonIssuer” at a purchase price (the “Purchase Price”, each at ) of 100% of the Offer Price principal amount thereof on the First Closing Date (as defined below) per share less the commissions pursuant to subsection (l) hereof), and (iiiii) Infineon the Issuer agrees to issue and sell and the Underwriters agree to purchase from the several UnderwritersIssuer, at the option of the Underwriters, an aggregate of severally and not jointly, not more than 9,450,000 Optional Underlying Shares as the aggregate principal amount of Offered Securities set forth in Schedule A to the Pricing Agreement E hereto in the column captioned “Number Principal Amount of Optional Underlying Shares Securities to be Purchased purchased from Infineon the Issuer if Over-Allotment Exercised in Full”, each at a purchase price (the Offer Price (as defined below“Optional Purchase Price”) per share less of 100% of the commissions pursuant to subsection (l) hereofprincipal amount thereof, it being understood that if any Optional Underlying Shares Securities are sold, each Underwriter agrees to purchase that number of Optional Underlying Shares Securities which bears the same proportion to the total number of Optional Underlying Shares Securities as the proportion of the New Shares principal amount of Offered Securities purchased by such Underwriter to the total number principal amount of New Shares Offered Securities purchased by all Underwriters, subject at all times . With respect to the Representatives’ right Offered Securities and as consideration for the purchase thereof, [Citi] as the settlement agent of the Underwriters (the “Settlement Agent”) will pay to make the Issuer (the day of payment of the Firm Proceeds Amount against delivery of the Offered Securities shall be the “First Closing Date”), the sum total in U.S. dollars of the Purchase Price, the (“Firm Proceeds Amount”) against payment by the Issuer to the Settlement Agent, for the account of the Underwriters, of the sum total in U.S. dollars of [•]% of the principal amount of the Offered Securities plus any necessary adjustments expenses payable but not yet paid by the Issuer to prevent the sale or Underwriters pursuant to, and evidenced as provided in, Section 5(n) hereof. With respect to the Optional Securities and as consideration for the purchase thereof, the Settlement Agent will pay to the Issuer, on each Optional Closing Date, the sum total in U.S. dollars of fractional sharesthe Optional Purchase Price of the Optional Securities purchased on such Optional Closing Date (the “Optional Proceeds Amount”) against payment by the Issuer to the Settlement Agent of the sum total in U.S. dollars of [•] of the principal amount of the Optional Securities purchased on such Optional Closing Date.
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Purchase Sale and Delivery of the Offered Securities. (a) On the basis of the representations, warranties and agreements covenants herein contained, and subject to the terms and conditions herein set forth hereinforth, (i) the Company agrees to issue and sell to the several Underwriters the New Shares at the Issue Price (as defined below) per share (plus, in accordance with subsection (c) hereof, the Excess Proceeds Amount) and each of the Underwriters Underwriter agrees, severally and not jointly, to underwrite and purchase from the Company Company, at the respective price per share set forth in Schedule IV attached hereto, the number of New Shares Primary Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule I-A to the Pricing Agreement attached hereto under the column captioned heading “Number of New Shares Primary Firm Securities to Be Purchased by Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each case, to adjustments among the Underwriters”Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Securities. In addition, (ii) Infineon on the basis of the representations, warranties and covenants herein contained, and subject to the conditions herein set forth, the Forward Seller agrees to sell to the several Underwriters and each Underwriter agrees to underwrite and purchase from Infineonagrees, severally and not jointly, to purchase from the respective Forward Seller (or from the Company to the extent of any Standby Firm Securities), at the price per share set forth in Schedule IV attached hereto, the number of Existing Firm Underlying Shares Securities set forth opposite the name of the Underwriters such Underwriter in Schedule I-A to the Pricing Agreement attached hereto under the column captioned heading “Number of Existing Borrowed Firm Underlying Shares Securities to be Purchased from Infineon”Be Purchased,” subject to adjustments in accordance with Section 11 hereof and subject, in each at case, to adjustments among the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, and (iii) Infineon agrees to sell to the several Underwriters, at the option of the Underwriters, an aggregate of not more than 9,450,000 Optional Underlying Shares as set forth in Schedule A to the Pricing Agreement in the column captioned “Number of Optional Underlying Shares to be Purchased from Infineon if Over-Allotment Exercised in Full”, each at the Offer Price (as defined below) per share less the commissions pursuant to subsection (l) hereof, it being understood that if any Optional Underlying Shares are sold, each Underwriter agrees to purchase that number of Optional Underlying Shares which bears the same proportion to the total number of Optional Underlying Shares Underwriters as the proportion of the New Shares purchased by such Underwriter Representative in its sole discretion shall make to the total number of New Shares purchased by all Underwriters, subject at all times to the Representatives’ right to make eliminate any necessary adjustments to prevent the sale sales or purchase purchases of fractional sharesSecurities.
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