Underwriting Arrangements. The Representatives shall determine which signatories to this Agreement will be invited to become underwriters for the Securities. Changes may be made by the Representatives in those who are to be underwriters and in the respective amounts of Securities to be purchased by them, but the amount of Securities to be purchased by us as set forth in the Written Communication to us will not be changed without our consent except as provided herein or in the underwriting agreement (the "Underwriting Agreement") with the Seller covering the Securities. We authorize you on our behalf to execute and deliver the Underwriting Agreement in such form as you determine and to take such action as you deem advisable in connection with the performance of the Underwriting Agreement and this Agreement and the purchase, carrying, sale and distribution of the Securities, including the election to exercise any option to purchase additional Securities to cover over-allotments if so provided. The parties on whose behalf you execute the Underwriting Agreement are hereinafter called the "Underwriters". You may waive performance or satisfaction by the Seller of certain of its obligations or conditions included in the Underwriting Agreement, if in your judgment such waiver will not have a material adverse effect upon the interests of the Underwriters. It is understood that, if so specified in the Written Communication for the issue, arrangements may be made for the sale of Securities by the Seller pursuant to delayed delivery contracts. Such Securities are hereinafter referred to as "Delayed Delivery Securities", and such contracts as "Delayed Delivery Contracts". References herein to delayed delivery and Delayed Delivery Contracts apply only to offerings in which delayed delivery is authorized. The term "underwriting obligation", as used in this Agreement with respect to any Underwriter, shall refer to the principal amount or number of shares of the Securities which such Underwriter is obligated to purchase pursuant to the provisions of the Underwriting Agreement, without regard to any reduction in such obligation as a result of Delayed Delivery Contracts which are entered into by the Seller. As compensation for your services we will pay a management fee as specified in the Written Communication for the issue (without deduction in respect of Delayed Delivery Securities), and you may charge our account therefor. If there is more than one Representative, such compensation will be divided ...
Underwriting Arrangements. If ACI or holders of securities initially requesting or demanding such registration have determined to enter into an underwriting agreement in connection therewith, all shares constituting Registrable Stock to be included in such registration shall be subject to such underwriting agreement and no Person may participate in such registration unless such Person agrees to sell such Person's securities on the basis provided in the underwriting arrangements approved by such Persons so determining to enter therein and completes and executes all questionnaires, indemnities, underwriting agreements and other reasonable documents which must be executed under the terms of such underwriting arrangements. If requested by the underwriters for any underwritten offering of Registrable Stock, ACI will enter into an underwriting agreement that shall contain such representations and warranties by ACI and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions.
Underwriting Arrangements. No Investor may participate in any ------------------------- underwritten registration hereunder, unless such Investor (a) agrees to sell such Investor's Registrable Securities on the basis provided in any underwriting arrangements approved by the Investors entitled hereunder to approve such arrangements, (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, and (c) agrees to pay its pro rata share of all underwriting discounts and commissions.
Underwriting Arrangements. Enter into and perform its obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering. The Holders shall also enter into and perform their customary obligations under any such agreement including, without limitation, customary indemnification and contribution obligations.
Underwriting Arrangements. In connection with each Offering, one or more of the issuer, one or more shareholders of the issuer, or any seller, guarantor or insurer of the Securities will enter into an underwriting or purchase agreement and may enter into an associated terms agreement or similar agreement (collectively, the "Underwriting Agreement") with us acting either as sole representative or as lead representative of one or more other representatives of the underwriters named in the Underwriting Agreement (the "Underwriters"). We, as sole representative of the Underwriters or, we and one or more other representatives of the Underwriters as are named in the Invitation, as the case may be, are herein referred to as the "Representatives". The Underwriting Agreement shall be in the form (with all such additions, modifications and deletions as the Representatives shall deem appropriate) that shall have been filed with, and be publicly available from, the Securities and Exchange Commission (the "Commission") or such other regulatory authority as we shall specify in the Invitation or that we shall send to you (or make available for you review in our office) as soon as practicable. By your Acceptance, you agree and authorize us to agree to purchase on your behalf, in accordance with the terms of the Underwriting Agreement, (a) the amount of the Securities set forth opposite your name in the Underwriting Agreement (which amount may exceed the amount set forth in the Invitation by not more than __% as result of an increase in the aggregate amount of the Securities or a reallotment of the Securities among the Underwriters) plus the amount of any Securities that you may become obligated to purchase, other than the amount of any Over-Allotment Securities, pursuant to Section 5 hereof (collectively, your "Initial Commitment"), plus (b) the amount of any Over-Allotment Securities that you may become obligated to purchase by reason of the exercise of an option provided in the Underwriting Agreement (including any such Securities purchased pursuant to Section 5 hereof), less (c) the amount of any Securities contracted to be sold pursuant to any Delayed Delivery Contracts ("Contract Securities") allocated to you in accordance with the last paragraph of Section 6 hereof. The Securities that, after adding any such increases to and subtracting any such decrease from your Initial Commitment, you are obligated to purchase pursuant to the Underwriting Agreement are herein referred to collectively as "y...
Underwriting Arrangements. No Holder of Registrable Securities may participate in any offering hereunder which is underwritten unless such Holder (i) agrees to sell such Holder’s securities on the basis provided in any underwriting arrangements approved by the person or persons entitled hereunder to approve such arrangements (including, without limitation, pursuant to any over-allotment or “green shoe” option requested by the underwriters; provided that no Holder of Registrable Securities shall be required to sell more than the number of Registrable Securities such Holder has requested to include) and (ii) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Each Holder of Registrable Securities shall execute and deliver such other agreements as may be reasonably requested by the Company and the lead managing underwriter(s) that are consistent with such Holder’s obligations under Section 4 and this Section 11.1 or that are necessary to give further effect thereto.
Underwriting Arrangements. No Person may participate in any Registration Statement hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under such underwriting arrangements.
Underwriting Arrangements. No Holder will be permitted to participate in any registration hereunder of securities being underwritten and offered for resale by underwriters unless the Holder (i) agrees to sell the Holder's Registrable Common on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve those arrangements, (ii) enters into a written agreement with the managing underwriter or the representative of the underwriters in such form and containing such provisions as are then customary in the securities business for such an arrangement between those underwriters and issuers of USC's size and investment stature and (iii) completes and executes all questionnaires, powers of attorney, indemnities and other documents, and obtains such spousal or other consents, as are reasonably required under the terms of those arrangements and this Agreement. If a Selling Holder disapproves of the proposed terms of any such underwriting, it may elect to withdraw therefrom by written notice to USC and the managing underwriter, delivered not less than 10 days before the Sellers' Registration Statement is first declared effective under the Securities Act.
Underwriting Arrangements. No Person may participate in any Piggyback Registration Statement hereunder which is underwritten unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under such underwriting arrangements.
Underwriting Arrangements. In connection with any IPO, Seller and Clinsite (or their transferees including PCLP), if they own any common stock of SFBC, shall enter into a written agreement with the managing underwriter in such form and containing such provisions as are customary in the securities business for such an agreement between underwriters and companies of SFBC's size and investment stature, including without limitation an agreement that Seller and Clinsite (and their transferees) shall not sell or dispose of the common stock on the date of closing of the IPO for a specified period following such closing date (but not longer than the period that is applicable to SFBC's (i) officers, directors and employees and (ii) shareholders owning more than the lesser of (x) 5% of the outstanding common stock or (y) the percentage of the outstanding common stock held by PCLP and Gessner in the aggregate).
