Underwriters; Underwriting Agreement Sample Clauses

Underwriters; Underwriting Agreement. In connection with any Incidental Registration involving an underwritten public offering of securities for the account of the Company or a Third-Party Demand Stockholder, (a) the managing and lead underwriters shall be selected by the Company, unless otherwise provided in any agreement between the Company and any Third-Party Demand Stockholder, and (b) each Selling Stockholder electing to participate in the Incidental Registration shall, as a condition to the Company's obligation under this Section 3 to include such Selling Stockholder's Registrable Securities in such Incidental Registration, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter of such offering.
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Underwriters; Underwriting Agreement. In connection with any Incidental Registration involving an underwritten public offering of securities for the account of the Issuer or a Third-Party Demand Stockholder, (a) the managing and lead underwriter(s) shall be selected by the Issuer, unless otherwise provided in any agreement between the Issuer and any Third-Party Demand Stockholder, and (b) each Selling Stockholder electing to participate in the Incidental Registration shall, as a condition to the Issuer’s obligation under this Article 6 to include such Selling Stockholder’s Registrable Securities in such Incidental Registration, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter(s) of such offering. Notwithstanding anything stated or implied to the contrary in this Article 6, the Issuer shall not be required to consent to or participate or cooperate in connection with any underwritten offering of the Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Registrable Securities.
Sample 1
Underwriters; Underwriting Agreement. Any proposed registration of Securities that is an Acceptable Company Offering pursuant to the exercise of a Mandatory Company Registration Right, or, pursuant to the exercise of a Demand Registration Right prior to the time a Primary Offering occurs, shall be underwritten by an underwriter or underwriters on a "firm commitment" basis. Any proposed registration of Securities that occurs after an underwritten offering has occurred shall not be required to be an underwritten offering; PROVIDED HOWEVER, that any offering proposed where an underwriter is not required to be engaged shall be pursuant to a reasonable plan of distribution for the Securities to be sold in such offer which plan of distribution shall be mutually acceptable to Yamada and the Non-Yamada Stockholders. In connection with any underwritten offering of Securities registered pursuant to the terms of this Agreement, the Corporation shall enter into an underwriting agreement with the underwriters for such offer, such agreement to be reasonably satisfactory in form and substance to the Corporation, Yamada, each Selling Stockholder, and the underwriters, and such agreement shall contain such representations, warranties, and covenants by the Corporation, the Selling Stockholders, and the underwriters and such other terms and conditions as are customarily contained in such agreement. The Selling Stockholders shall be parties to any underwriting agreement relating to an underwritten sale of their Securities and may, at their option, require that any or all of the representations, warranties, and covenants of the Corporation to or for the benefit of such underwriters, shall also be made to and for the benefit of such Stockholders.
Sample 1
Underwriters; Underwriting Agreement. In connection with any Incidental Registration involving an underwritten public offering of securities for the account of Franklin or a Third-Party Demand Stockholder: (i) the managing and lead underwriters shall be selected by Franklin, unless otherwise provided in any agreement between Franklin and any Third-Party Demand Stockholder; and (ii) each Selling Stockholder electing to participate in the Incidental Registration shall, as a condition to Franklin's obligation under this Section 4 to include such Selling Stockholder's Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities in such Incidental Registration, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter of such offering. Notwithstanding anything stated or implied to the contrary in this Section 4, Franklin shall not be required to consent to, participate or cooperate in connection with any underwritten offering of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities or to any specific underwriter participating in any underwritten public offering of the Closing Stock Consideration Registrable Securities and/or Earn-Out Registrable Securities.
Sample 1
Underwriters; Underwriting Agreement. In connection with any Incidental Registration involving an underwritten public offering of securities for the account of CCI or a Third-Party Demand Stockholder, (a) the managing and lead underwriters shall be selected bye CCI, unless otherwise provided in any agreement between CCI and any Third-Party Demand Stockholder, and (b) each Selling Stockholder electing to participate in the Incidental Registration shall, as a condition to CCI's obligation under this Article 3 to include such Selling Stockholder's Registrable SEcurities in such Incidental Registration, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter of such offering.
Sample 1
Underwriters; Underwriting Agreement. In connection with any ------------------------------------ Incidental Registration involving an underwritten public offering of securities of Sprint for the account of Sprint or a Third Party Demand Holder, (i) the managing and lead underwriters shall be selected by Sprint, unless otherwise provided in an agreement between Sprint and any Third Party Demand Holder, and (ii) each Selling Stockholder electing to participate in such Incidental Registration shall, as a condition to Sprint's obligation hereunder with respect to such Selling Stockholder's Registrable Securities, enter into and perform its obligations under an underwriting agreement or other similar arrangement in customary form with the managing underwriter of such offering.
Sample 1

Related to Underwriters; Underwriting Agreement

  • Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Underwriting Agreements If requested by the Underwriters for any Underwritten Offering requested by holders pursuant to Sections 2.1 or 2.3, the Company and the holders of Registrable Securities to be included therein shall enter into an underwriting agreement with such Underwriters, such agreement to be reasonably satisfactory in substance and form to the Company, the holders of a majority-in-interest of each class of the Registrable Securities to be included in such Underwritten Offering and the Underwriters, and to contain such terms and conditions as are generally prevailing in agreements of that type, including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.4. The holders of any Registrable Securities to be included in any Underwritten Offering pursuant to Section 2.2 shall enter into such an underwriting agreement at the request of the Company. All of the representations and warranties and the other agreements by and on the part of the Company to and for the benefit of the Underwriters included in any such underwriting agreement shall also be made to and for the benefit of such holders, and any or all of the conditions precedent to the obligations of the Underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. No holder shall be required in any such underwriting agreement to make any representations or warranties to or agreements with the Company or the Underwriters other than representations, warranties or agreements regarding such holder, such holder’s Registrable Securities, such holder’s intended method of distribution and any other representations required by law.

  • Other Underwriting Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at the market” or continuous equity transaction.

  • Underwriter Agreements The Company is not a party to any agreement with an agent or underwriter for any other “at-the-market” or continuous equity transaction.

  • The Underwriting Agreement This Agreement has been duly authorized, executed and delivered by the Company.

  • Underwriting in Piggyback Registration In the event of an underwritten registration pursuant to the provisions of Section 5.2, any Holder who requests to have Registrable Shares included in such registration shall enter into such custody agreements and powers of attorney as are reasonably requested by the Corporation and any such underwriter, and, if requested, enter into an underwriting agreement containing customary terms.

  • Offering by Underwriters It is understood that the several Underwriters propose to offer the Securities for sale to the public as set forth in the Prospectus.

  • Descriptions of the Underwriting Agreement This Agreement conforms in all material respects to the description thereof contained in the Registration Statement, the Pricing Disclosure Package and the Prospectus.

  • Underwriting Contract The Trustees may in their discretion from time to time enter into an exclusive or non-exclusive underwriting or distribution contract or contracts providing for the sale of the Shares whereby the Trustees may either agree to sell the Shares to the other party to the contract or appoint such other party as their sales agent for the Shares, and in either case on such terms and conditions, if any, as may be prescribed in the By-Laws, and such further terms and conditions as the Trustees may in their discretion determine not inconsistent with the provisions of this Article III or of the By-Laws; and such contract may also provide for the repurchase of the Shares by such other party as agent of the Trustees.

  • Indemnification of Underwriters by Selling Stockholders The Selling Stockholders, severally and not jointly, will indemnify and hold harmless each Underwriter, its partners, members, directors, officers, employees, agents, affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, a “Selling Stockholder Indemnified Party”), against any and all losses, claims, damages or liabilities, joint or several, to which such Selling Stockholder Indemnified Party may become subject, under the Act, the Exchange Act, other Federal or state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact, in the case of any Registration Statement, contained in any part thereof at any time or upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and in the case of any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus as of any time, included in any part thereof as of any time or upon the omission or alleged omission of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and will reimburse each Selling Stockholder Indemnified Party for any legal or other expenses reasonably incurred by such Selling Stockholder Indemnified Party in connection with investigating or defending against any loss, claim, damage, liability, action, litigation, investigation or proceeding whatsoever (whether or not such Selling Stockholder Indemnified Party is a party thereto), whether threatened or commenced, and in connection with the enforcement of this provision with respect to the above as such expenses are incurred; provided, however, that the Selling Stockholders will only be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information furnished by any Selling Stockholder consists of the following information: each Selling Stockholder’s name and corresponding share amounts set forth in the table of Selling Securityholders in the Registration Statement and Final Prospectus under the heading “Selling Stockholders” and each Selling Stockholder’s address and other information with respect to the Selling Stockholder (excluding percentages) that appear in the table (and corresponding footnotes) under such heading. The liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the total net proceeds (before deducting expenses) received by such Selling Stockholder from the sale of the Offered Securities sold by the Selling Stockholder hereunder (the “Selling Stockholder Proceeds”).

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