SELECTED DEALERS AGREEMENT
Exhibit
1.2
JESUP
& XXXXXX SECURITIES CORP.
000
XXXXX XXXXXX, 0xx
XXXXX
XXX
XXXX,
XX 00000
Dear
Sirs:
1. Registration
under the Securities Act of 1933, as amended (“Act”), of the 7,000,000
Units*
of Alyst
Acquisition Corp. (“Company”), as more fully described in the Preliminary
Prospectus, dated __________, 2006, and in the final prospectus (“Prospectus”)
which will be forwarded to you, will become effective in the near future. We,
as
the Underwriters, are offering certain of the Units for purchase by a selected
group of dealers (“Selected Dealers”) on the terms and conditions stated herein.
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Authorized
Public Offering Price:
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$8.00
per Unit.
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Dealers’
Selling Concession:
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Not
to exceed $0.___ per Unit payable upon termination of this Agreement,
except as provided below. We reserve the right not to pay such concession
on any of the Units purchased by any of the Selected Dealers from
us and
repurchased by us at or below the price stated above prior to such
termination.
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Reallowance:
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You
may reallow not in excess of $0. ___ per Unit as a selling concession
to
dealers who are members in good standing of the National Association
of
Securities Dealers, Inc. (“NASD”) or to foreign dealers who are not
eligible for membership in the NASD and who have agreed (i) not to
sell
the Units within the United States of America, its territories or
possessions or to persons who are citizens thereof or residents therein,
and (ii) to abide by the applicable Conduct Rules of the
NASD.
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Delivery
and Payment:
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Delivery
of the Units shall be made on or about __________, 2006 or such later
date
as we may advise on not less than one day’s notice to you, at the office
of Jesup & Xxxxxx Securities Corporation, 000 Xxxxx Xxxxxx,
0xx
Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as we shall
specify
on not less than one day’s notice to you. Payment for the Units is to be
made, against delivery, at the authorized public offering price stated
above, or, if we shall so advise you, at the authorized public offering
price less the dealers’ selling concession stated above, by wire transfer
in Federal (same day) funds or by certified or official bank check
in New
York Clearing House Funds payable to the order of Jesup & Xxxxxx
Securities Corporation.
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*
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Plus
the over-allotment option available to the Underwriters to
purchase up to
an additional 1,050,000
Units.
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Termination:
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This
Agreement shall terminate at the close of business on the 45th day
following the effective date of the Registration Statement (of which
the
enclosed Prospectus forms a part), unless extended at our discretion
for a
period or periods not to exceed in the aggregate 30 additional days.
We
may terminate this Agreement, whether or not extended, at any time
without
notice.
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2. Any
of
the Units purchased by you hereunder are to be offered by you to the public
at
the public offering price, except as herein otherwise provided and except that
a
reallowance from such public offering price not in excess of the amount set
forth on the first page of this Agreement may be allowed as consideration for
services rendered in distribution to dealers that (a) are actually engaged
in
the investment banking or securities business; (b) execute the written agreement
prescribed by Rule 2740 of the NASD Conduct Rules; and (c) are either members
in
good standing of the NASD or foreign banks, dealers or institutions not eligible
for membership in the NASD that represent to you that they will promptly reoffer
such Units at the public offering price and will abide by the conditions with
respect to foreign banks, dealers and institutions set forth in paragraph 9
below.
3. You,
by
becoming a member of the Selected Dealers, agree (a) upon effectiveness of
the
Registration Statement and your receipt of the Prospectus, to take up and pay
for the number of Units allotted and confirmed to you, (b) not to use any of
the
Units to reduce or cover any short position you may have and (c) to make
available a copy of the Prospectus to all persons who on your behalf will
solicit orders for the Units prior to the making of such solicitations by such
persons. You are not authorized to give any information or to make any
representations other than those contained in the Prospectus or any supplements
or amendments thereto.
4. We
may be
authorized to over-allot in arranging sales to Selected Dealers, to purchase
and
sell Units, and to stabilize or maintain the market price of the Units. You
agree to advise us at any time and from time to time upon our request, prior
to
the termination of this Agreement, of the number of Units purchased by you
remaining unsold by you, and you will, upon our request at any such time, sell
to us, for our account or the account of one or more of the Underwriters, such
amount of such unsold Units as we may designate, at the public offering price
thereof less an amount to be determined by us not in excess of the concession
to
dealers. In the event that prior to the later of (i) the termination of this
Agreement or (ii) the covering by us of any short position created by us in
connection with the offering of the Units, for our account or the account of
one
or more Underwriters, we purchase or contract to purchase for our account or
the
account of any of the Underwriters, in the open market or otherwise, any Units
theretofore delivered to you, we reserve the right to withhold the
above-mentioned concession to dealers on such Units if sold to you at the public
offering price, or if such concession has been allowed to you through your
purchase at a net price, you agree to repay such concession upon our demand,
plus, in each case, any taxes on redelivery, commissions, original issue
discount, accrued interest and dividends paid in connection with such purchase
or contract to purchase.
5. As
contemplated by Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended, we agree to mail a copy of the Prospectus to any person making a
written request therefor during the period referred to in the rules and
regulations adopted under such Act, the mailing to be made to the address given
in the request. You confirm that you have delivered all preliminary prospectuses
and revised preliminary prospectuses, if any, required to be delivered under
the
provisions of Rule 15c2-8 and agree to deliver all copies of the Prospectus
required to be delivered thereunder. We have heretofore delivered to you such
preliminary prospectuses as have been required by you, receipt of which is
hereby acknowledged, and will deliver such further prospectuses as may be
requested by you. You agree to keep an accurate record of your distribution
(including dates, number of copies and persons to whom sent) of copies of the
Prospectus or any preliminary prospectus (or any amendment or supplement to
any
thereof), and promptly upon request by us to bring all subsequent changes to
the
attention of anyone to whom such material shall have been furnished. You agree
to furnish to persons who receive a confirmation of sale a copy of the
Prospectus filed pursuant to Rule 424(b) or Rule 424(c) under the Securities
Act.
6. You
agree
that until termination of this Agreement you will not make purchases or sales
of
the Units except (a) pursuant to this Agreement, (b) pursuant to authorization
received from us, or (c) in the ordinary course of business as broker or agent
for a customer pursuant to any unsolicited order.
7. Additional
copies of the Prospectus and any supplements or amendments thereto shall be
supplied in reasonable quantity upon request.
8. The
Units
are offered by us for delivery when, as and if sold to, and accepted by, us
and
subject to the terms herein and in the Prospectus or any supplements or
amendments thereto, to our right to vary the concessions and terms of offering
after their release for public sale, to approval of counsel as to legal matters
and to withdrawal, cancellation or modification of the offer without notice.
9. You,
by
becoming a member of the Selected Dealers, represent that you are actually
engaged in the investment banking or securities business and that you are (a)
a
member in good standing of the NASD and will comply with all applicable rules
of
the NASD, including but not limited to NASD Conduct Rule 2740, or (b) a foreign
dealer or institution that is not eligible for membership in the NASD and that
has agreed (i) not to sell Units within the United States of America, its
territories or possessions or to persons who are citizens thereof or residents
therein; (ii) that any and all sales shall be in compliance with Rule 2790
of
the NASD’s Conduct Rules; (iii) to comply, as though it were a member of the
NASD, with Rules 2730, 2740 and 2750 of the NASD’s Conduct Rules, and to comply
with Rule 2420 thereof as that Rule applies to a non-member broker or dealer
in
a foreign country. You represent that neither you nor any of your directors,
officers, partners, or persons associated with you (as defined in the By-Laws
of
the NASD) nor, to your knowledge, any “related person” (as defined by the NASD
in its Interpretation Relating to Review of Corporate Financing, which term
includes counsel, financial consultants and advisors, finders, members of the
selling or distribution groups, and any other persons associated with or related
to any of the foregoing) or any other broker-dealer has had, within the last
twelve months, any dealings with the Company or any controlling shareholders
thereof (other than relating to this Agreement) as to which documents or
information are required to be filed with the NASD pursuant to its
Interpretation Relating to Review of Corporate Financing.
10. You
are
not authorized to act as agent for any Underwriter or the Company in offering
the Units to the public otherwise. Neither we not any Underwriter shall be
under
any obligation to you except as specifically set forth herein. Nothing herein
shall constitute any members of the Selected Dealers partners with us or with
each other, but you agree, notwithstanding any prior settlement of accounts
or
termination of this Agreement, to bear your proper proportion of any tax or
other liability based upon the claim that the Selected Dealers constitute a
partnership, association, unincorporated business or other separate entity
and a
like share of any expenses of resisting any such claim.
11. Jesup
& Xxxxxx Securities Corporation shall be the Managing Underwriter of the
offering and manager of the Selected Dealers and shall have full authority
to
take such action as we may deem advisable in respect of all matters pertaining
to the offering or the Selected Dealers or any members of them. Except as
expressly stated herein, or as may arise under the Act, we shall be under no
liability to any member of the Selected Dealers as such for, or in respect
of
(i) the validity or value of the Units (ii) the form of, or the statements
contained in, the Prospectus, the Registration Statement of which the Prospectus
forms a part, any supplements or amendments to the Prospectus or such
Registration Statement, any preliminary prospectus, any instruments executed
by,
or obtained or any supplemental sales data or other letters from, the Company,
or others, (iii) the form or validity of the Underwriting Agreement or this
Agreement, (iv) the eligibility of any of the Units for sale under the laws
of
any jurisdiction, (v) the delivery of the Units, (vi) the performance by the
Company, or others of any agreement on its or their part, or (vii) any matter
in
connection with any of the foregoing, except our own want of good faith.
12. If
for
federal income tax purposes the Selected Dealers, among themselves or with
the
Underwriters, should be deemed to constitute a partnership, then we elect to
be
excluded from the application of Subchapter K, Chapter 1, Subtitle A of the
Internal Revenue Code of 1986, as amended, and we agree not to take any position
inconsistent with such selection. We authorize you, in your discretion, to
execute and file on our behalf such evidence of such election as may be required
by the Internal Revenue Service.
13. All
communications from you shall be addressed to Jesup & Xxxxxx Securities
Corporation at 000 Xxxxx Xxxxxx, 0xx
Xxxxx,
Xxx Xxxx, Xxx Xxxx 00000, Attention: Xxxxxxx X. XxXxxxx, Chief Executive
Officer. Any notice from us to you shall be deemed to have been fully authorized
by the Underwriters and to have been duly given if mailed, telegraphed or sent
by confirmed facsimile transmittal to you at the address to which this letter
is
mailed. This Agreement shall be construed in accordance with the laws of the
State of New York without giving effect to conflict of laws. Time is of the
essence in this Agreement.
If
you
desire to become a member of the Selected Dealers, please advise us to that
effect immediately by facsimile transmission and sign and return to us the
enclosed counterpart of this letter.
| Very truly yours, | ||
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JESUP
& XXXXXX SECURITIES CORPORATION
As representative of the Underwriters |
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| By: | ||
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Name:
Title:
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We
accept
membership in the Selected Dealers on the terms specified above.
Dated: ____________________,
2006
(Selected
Dealer)
By:
Name:
Title:
