Purchase, Sale and Delivery of Units. (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 Underwritten Units to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company the respective number of Underwritten Units set forth opposite such Underwriter’s name on Schedule I hereto. The purchase price for each Underwritten Unit shall be $ per share (the “Per Unit Price”).
(b) The Company hereby grants to the Underwriters the option to purchase some or all of the Additional Units and, upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase all or any portion of the Additional Units at the Per Unit Price as may be necessary to cover over-allotments made in connection with the transactions contemplated hereby. This option may be exercised by the Representative at any time and from time to time on or before the forty fifth (45th) day following the date hereof, by written notice to the Company (the “Option Notice”). The Option Notice shall set forth the aggregate number of Additional Units as to which the option is being exercised, and the date and time when the Additional Units are to be delivered (such date and time being herein referred to as the “Option Closing Date”); provided, however, that the Option Closing Date shall not be earlier than the Closing Date (as defined below) nor earlier than the first business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised unless the Company and the Underwriters otherwise agree. Payment of the purchase price for and delivery of the Additional Units shall be made at the Option Closing Date in the same manner and at the same office as the payment for the Underwritten Units as set forth in subparagraph (c) below. For the purpose of expediting the checking of the certificate for the Additional Units by the Underwriters, the Company agrees to make a form of such certificate available to the Underwriters for such purpose at least one full business day preceding the Option Closing Date.
(c) The Underwritten Units will be delivered by the Company to the Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Compan...
Purchase, Sale and Delivery of Units. On the basis of the representations and warranties contained herein, and subject to the terms and conditions set forth herein, the parties agree that:
Purchase, Sale and Delivery of Units. Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements herein contained, the Company hereby agrees to sell to the several Underwriters, the number of Units set forth opposite their respective names on Schedule A hereto, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company such number of Units at a purchase price of $5.40
Purchase, Sale and Delivery of Units. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Partnership agrees to sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Partnership, the principal amount of Firm Units set forth opposite such Underwriter's name in Schedule A hereto at the applicable purchase price set forth on Schedule C hereto. The Partnership will deliver the Firm Units to or as instructed by the Representatives through the facilities of the Depository Trust Company ("DTC") for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account designated by the Partnership, at the at the office of Xxxxxx & Xxxxxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Closing Location"), at 10:00 a.m., New York time, on October 23, 2018, or at such other time not later than seven full business days thereafter as the Representatives and the Partnership Parties determine, such time being herein referred to as the "First Closing Date". For purposes of Rule 15c6-1 under the Securities Exchange Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Firm Units sold pursuant to the offering. In addition, upon written notice from the Representatives given to the Partnership from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Option Units. The Partnership agrees to sell to the Underwriters the Option Units specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Option Units. Such Option Units shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Units set forth opposite such Underwriter's name in Schedule A hereto bears to the total number of Option Units and may be purchased by the Underwriters only for the purpose of covering over-allotments made in connection with the sale of the Firm Units. No Option Units shall be sold or delivered unless the Firm Units previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Units or any portion thereof may be exercised from time to time and to...
Purchase, Sale and Delivery of Units. Subject to the terms and conditions set forth herein, the Company and Sunrise agree as follows:
Purchase, Sale and Delivery of Units. Subject to the terms and conditions herein set forth and on the basis of the representations, warranties and agreements herein contained, the Company agrees to sell to the several Underwriters and the Representative agrees on behalf of each of the several Underwriters, severally and not jointly, to purchase from the Company the number of Units totaling 625,000 Units set forth opposite the name of each Underwriter in Schedule I hereto, at a purchase price of $____ per Unit. The several Underwriters will release the Units for resale to the public at the price of $____ per Unit promptly, in the judgment of the Representative, after the Effective Date of the Registration Statement upon the terms and conditions set forth in the Registration Statement.
Purchase, Sale and Delivery of Units. Subject to the terms and conditions set forth herein, the Company and Dallas Research agree as follows:
Purchase, Sale and Delivery of Units. 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 Underwriter, and the Underwriter agrees to purchase from the Company 3,000,000 Units, at a purchase price per Unit of $3.8595 (the “Purchase Price”). The Company will deliver the Stock and Warrants to Xxxxx for its account, through the facilities of The Depository Trust Company, issued in such names and in such denominations as Xxxxx may direct by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date against payment of the aggregate Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company for the Units sold by them. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of the Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on March 9, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery are herein referred to as the “Closing Date.” The Closing Date and the location of delivery of, and the form of payment for, the Units may be varied by agreement between the Company and Xxxxx. The Underwriter proposes to offer the Units for sale upon the terms and conditions set forth in the Prospectus.
Purchase, Sale and Delivery of Units. 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 the Underwriters agree, severally and not jointly, to purchase from the Company the respective numbers of Units set forth opposite the names of the Underwriters in Schedule A hereto, at a purchase price per Unit of $5.405 (the “Per Unit Purchase Price”). The Company will deliver the Shares and the Warrants to the Representatives for the respective accounts of the several Underwriters, through the facilities of The Depository Trust Company issued in such names and in such denominations as the Representatives may direct (by notice in writing to the Company given at or prior to 12:00 Noon, New York time, on the second (2nd) full business day preceding the Closing Date),unless the Representatives shall otherwise direct, against payment of the aggregate Per Unit Purchase Price therefor by wire transfer in federal (same day) funds to an account at a bank specified by the Company payable to the order of the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligations of each Underwriter hereunder. The time and date of the delivery and closing shall be at 10:00 A.M., New York time, on February 10, 2015, in accordance with Rule 15c6-1 of the Exchange Act. The time and date of such payment and delivery is herein referred to as the “Closing Date”. The Closing Date and the location of delivery of, and the form of payment for, the Units may be varied by agreement between the Company and the Representatives. The several Underwriters propose to offer the Units for sale upon the terms and conditions set forth in the Prospectus.
Purchase, Sale and Delivery of Units
