We use cookies on our site to analyze traffic, enhance your experience, and provide you with tailored content.

For more information visit our privacy policy.

Sophisticated Parties Sample Clauses

Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7 hereof, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereof fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, INNOVATIVE DRUG DELIVERY SYSTEMS, INC. By: ---------------------------------- Name: Title: Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule A hereto. By: Xxxxxx Xxxxxx Partners LLC By: --------------------------------- Name: Title: SCHEDULE A Underwriter Number of Firm Shares To Be Purchased Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. Total EXHIBIT A Form of Legal Opinion of Company Counsel EXHIBIT B Form of Legal Opinion of Patent Counsel EXHIBIT C FORM OF LOCK-UP AGREEMENT ____________, 2002 Xxxxxx Xxxxxx Partners LLC Xxxxx Fargo Securities, LLC Xxxxxxxxx & Company Inc. As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, California 94104 Re: Lock-Up Agreement (the "Agreement") Ladies and Gentlemen: The undersigned is an owner of record or beneficially of certain shares of common stock, par value $.001 per share (the "Common Stock"), of Innovative Drug Delivery Systems, Inc., a Delaware corporation (the "Company"), or securities convertible into or exchangeable or exercisable for Common Stock. The undersigned understands that you, as representatives (the "Representatives"), propose to enter into an Underwriting Agreement on behalf of the several Underwriters n...
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8 above, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 above fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, ARENA PHARMACEUTICALS, INC. By: -------------------------------- Name: Title: The Selling Stockholders named in SCHEDULE B attached hereto, acting severally By: -------------------------------- Attorney-in-Fact Accepted as of the date hereof Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Acting severally on behalf of themselves and the several Underwriters named in SCHEDULE A attached hereto. By: Xxxxxx Xxxxxx Partners LLC By: ------------------------------------- Name: Title: [Signature Page to Underwriting Agreement] SCHEDULE A NUMBER OF FIRM SHARES UNDERWRITER TO BE PURCHASED ----------- --------------- Xxxxxx Xxxxxx Partners LLC Xxxx Xxxxxxxx Incorporated ABN AMRO Rothschild LLC Lazard Freres & Co. LLC Total: 4,000,000 ========= SCHEDULE B NUMBER OF FIRM SHARES SELLING STOCKHOLDER TO BE SOLD BB BioVentures L.P. 779,084 MPM BioVentures Parallel Fund, L.P. 111,556 MPM Asset Management Investors 1999 LLC 9,360 -------- Tripos, Inc. 100,000 Total: 1,000,000 ========= SCHEDULE C INTELLECTUAL PROPERTY PATENTS AND PATENT APPLICATIONS REGISTERED MARKS AND APPLIED MARKS CART Arena Aressa ChemNavigator BRL Screening COLLABORATION AGREEMENTS EXHIBIT A FORM OF LOCK-UP AGREEMENT ____________, 2001 Xxxxxx Xxxxxx Partners LLC [Other Representatives] As Representatives of the several Underwriters c/o Thomas Xxxxxx Partners LLC Xxx Xxxxxxxxxx Xxxxxx, Suite 3700 San Francisco, C...
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 7, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 7 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Basic Prospectus, the Prospectus Supplement and the Prospectus (and any amendments and supplements thereto), as required by the Act and the Exchange Act. If the foregoing is in accordance with your understanding of our agreement, kindly sign and return to the Company the enclosed copies hereof, whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms. Very truly yours, DEPOMED, INC. By: /s/ Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: VP & CFO Xxxxxx Xxxxxx Partners LLC By: /s/ Xxx Xxxxx Name: Xxx Xxxxx Title: Partner Xxxx X. Xxxx, Ph.D. Xxxx Xxxxxx, Ph.D. Xxxx X. Xxxxxxxx Xxxx X. Shell G. Xxxxxx Xxxxxxx Xxxxxx X. Xxxxxx Xxxxx X. Xxxxx, M.D. Xxxxx X. Staple Xxxxxx X. Xxxxx Xxxx X. Xxxxx [ ] Ladies and Gentlemen: The undersigned, (the “Investor”), hereby confirms its agreement with you as follows: 1. This Purchase Agreement (the “Agreement”) is made as of January , 2005 between Depomed, Inc., a California corporation (the “Company”), and the Investor. 2. As of the Closing (as defined below) and subject to the terms and conditions hereof, the Company and the Investor agree that the Investor will purchase from the Company and the Company will issue and sell to the Investor shares of common stock, no par value (the “Shares”), of the Company, for a purchase price of $4.50 per share, or an aggregate purchase price of $ . The Investor acknowledges that, to its knowledge the offering of the Shares is not a firm commitment underwriting. 3. The completion of the purchase and sale of the Shares shall occur at a closing (the “Closing”) which is expected to occur at or about 10:00 a.m., New York City time, on January 12, 2005 (unless another time or date shall be agreed upon by the Company, Xxxxxx Xxxxxx Partners LLC (the “Placement Agent”) and the Investor). Up...
Sophisticated PartiesEach of the parties acknowledges and agrees that this Agreement has been diligently reviewed by and negotiated by and between them, that in such negotiations each of them has been represented by competent counsel and that the final agreement contained herein, including the language whereby it has been expressed, represents the joint efforts of the parties hereto and their counsel. Accordingly, in interpreting this Agreement or any provision hereof, no presumption shall apply against either party hereto as being responsible for the wording or drafting of this Agreement or any such provision, and ambiguities, if any, in this Agreement shall not be construed against any party , irrespective of which party may be deemed to have authored the ambiguous provision.
Sophisticated Parties. This Agreement is among financially sophisticated and knowledgeable Persons and is entered into by such Persons in reliance upon the economic and legal bargains contained herein and shall be interpreted and construed in a fair and impartial manner without regard to such factors as the Person who prepared, or cause the preparation of, this Agreement or the relative bargaining power of such Persons. Subject to applicable law, wherever in this Agreement a Stockholder is empowered to take or make a decision, direction, consent, vote, determination, election, action or approval, such Stockholder is entitled to consider, favor and further such interests and factors as it desires, including its own interests, and has no duty or obligation to consider, favor or further any other interest of the Company, any subsidiary or any other Stockholder.
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Section 8, and is fully informed regarding said provisions. Each of the parties hereto further acknowledges that the provisions of Section 8 hereto fairly allocate the risks in light of the ability of the parties to investigate the Company, its affairs and its business in order to assure that adequate disclosure has been made in the Registration Statement, any preliminary prospectus, the Time of Sale Disclosure Package and the Prospectus (and any amendments and supplements thereto), as required by the Securities Act and the Exchange Act.
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Sections 9 and 10, and is fully informed regarding said provisions.
Sophisticated Parties. Each of the parties hereto acknowledges that it is a sophisticated business person who was adequately represented by counsel during negotiations regarding the provisions hereof, including, without limitation, the indemnification and contribution provisions of Sections 11 and 12, and is fully informed regarding said provisions. Very truly yours, AirMedia Group Inc. By: Name: Title: The Selling Shareholders named in Schedule I hereto, acting severally By: Name: Title: Attorney-in Fact Accepted as of the date hereof Xxxxxx Xxxxxxx & Co. International plc Xxxxxx Brothers Inc. Acting severally on behalf of themselves and the several Underwriters named in Schedule II hereto By: Xxxxxx Xxxxxxx & Co. International plc By: Name: Title: By: Xxxxxx Brothers Inc. By: Name: Title: Mambo Fiesta Limited Global Gateway Investment Limited Total: Xxxxxx Xxxxxxx & Co. International plc Xxxxxx Brothers Inc. CIBC World Markets Corp. Susquehanna Financial Group, LLLP Total: 1. Preliminary Prospectus issued October 24, 2007 2. [identify all free writing prospectuses filed by the Company under Rule 433(d) of the Securities Act, including a final term sheet] 3. [free writing prospectus containing a description of terms that does not reflect final terms] 4. [orally communicated pricing information to be included on Schedule II if a final term sheet is not used] , 2007 Xxxxxx Xxxxxxx & Co. International plc 00 Xxxxx Xxxxxx, Xxxxxx Xxxxx Xxxxxx X00 0XX Xxxxxx Xxxxxxx Xxxxxx Brothers Inc. 000 Xxxxxxx Xxxxxx Xxx Xxxx, XX 00000 XXX Dear Ladies and Gentlemen: The undersigned understands that Xxxxxx Xxxxxxx & Co. International plc (“Xxxxxx Xxxxxxx”) and Xxxxxx Brothers Inc. (“Xxxxxx Brothers”) propose to enter into an Underwriting Agreement (the “Underwriting Agreement”) with AirMedia Group Inc., an exempted company incorporated with limited liability under the laws of the Cayman Islands (the “Company”), providing for the public offering (the “Public Offering”) by the several Underwriters, including Xxxxxx Xxxxxxx and Xxxxxx Brothers (the “Underwriters”), of certain number of ordinary shares par value $0.001 per share of the Company (the “Ordinary Shares”) in the form of American Depositary Shares (“ADSs”). To induce the Underwriters that may participate in the Public Offering to continue their efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx and Xxxxxx Brothers on behalf of the Underwriters, it will no...