Agreements to Sell and Purchase Clause Example with 63 Variations from Business Contracts
This page contains Agreements to Sell and Purchase clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $17.8108 per share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to i...ts terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing.View More
Variations of a "Agreements to Sell and Purchase" Clause from Business Contracts
Agreements to Sell and Purchase. The Company Each of the Selling Stockholders, severally and not jointly, hereby agrees to sell up to the several Underwriters, number of Shares set forth opposite such Selling Stockholder's name in Schedule II hereto to the Underwriter at a price of $13.11 per share (the "Purchase Price"), and each the Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, herein set forth, agrees to... purchase from the Company Selling Stockholders at the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name at $17.8108 per share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Purchase Price the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you the Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such the Underwriter bears to the total number of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. hereto. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, Initial Purchasers, and each Underwriter, Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite its name at $17.8108 per share a purchase price of 97.25% of the principal amount ...thereof (the "Purchase Price"). Price") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell hereby grants to the Underwriters the Additional Shares, and the Underwriters shall have Initial Purchasers the right to purchase, severally and not jointly, up to the number $41,250,000 aggregate principal amount of Additional Shares set forth Securities, for the purpose of covering sales of Securities in Schedule I hereto excess of the principal amount of the Firm Securities, at the Purchase Price, less an amount per share equal Price plus accrued interest, if any, to any distributions declared by the Company date of payment and payable on the Firm Shares but not payable on the Additional Shares. You delivery. The Representatives may exercise this right on behalf of the Underwriters Initial Purchasers in whole or from time to time in part by giving written notice not later than 30 13 days after the date of the Prospectus. this Agreement. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such Shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an "Option Closing Date"), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase from the number Company the principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares Securities as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto I opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Securities. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, Initial Purchasers, and each Underwriter, Initial Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite its name at $17.8108 per share a purchase price of 97.50% of the principal amount ...thereof (the "Purchase Price"). Price") plus accrued interest, if any, to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Initial Purchasers the Additional Shares, Securities, and the Underwriters Initial Purchasers shall have the right right, solely to cover over-allotments, to purchase, severally and not jointly, up to the number $20,000,000 principal amount of Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, less an amount per share equal Price plus accrued interest, if any, to any distributions declared by the Company date of payment and payable on the Firm Shares but not payable on the Additional Shares. delivery. You may exercise this right on behalf of the Underwriters Initial Purchasers in whole or from time to time in part by giving written notice not later than 30 days after to the date of Company, provided that the Prospectus. Option Closing Date (as defined below) related to any such notice occurs during the 13-day period beginning on, and including, the Closing Date. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters Initial Purchasers and the date on which such Shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 solely for the purpose of covering sales of securities in excess of the number of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an "Option Closing Date"), each Underwriter Initial Purchaser agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares Securities as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto I opposite the name of such Underwriter Initial Purchaser bears to the total number principal amount of Firm Shares. 13 The Securities. 11 3. Terms of Offering. You have advised the Company also covenants with each Underwriter that, without that the prior written consent Initial Purchasers will make an offering of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance Securities purchased by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised Initial Purchasers hereunder as soon as practicable after this Agreement is entered into as in writing. your judgment is advisable. View More
Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally but not jointly, solely on behalf of itself hereby agrees to sell to the several Underwriters, Underwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, contained but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name each Selling Stockholder, at...$17.8108 $111.00 per share Share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Price"), the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 Underwriter. The Company also covenants with each Underwriter hereby agrees that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company Morgan Stanley & Co. International plc it will not, during the restricted period set forth in Schedule I hereto, ending 60 days after the date of the Prospectus (the "Company Restricted Period"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 under the Trust Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for common shares of the Trust Common Stock (collectively, "Covered Securities"); or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, Covered Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, Covered Securities, in cash or otherwise otherwise; or (3) file any registration statement with the Commission relating to the offering of any common shares Covered Securities. Each of the Trust or any securities convertible into or exercisable or exchangeable for common shares Selling Stockholders hereby agrees that, without the prior written consent of Morgan Stanley & Co. International plc it will not, during the period ending 90 days after the date of the Trust. Prospectus (the "Selling Stockholder Restricted Period"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Covered Securities; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Covered Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Covered Securities, in cash or otherwise; or (3) file any registration statement with the Commission relating to the offering of any Covered Securities. 18 The foregoing sentence restrictions contained in the preceding two paragraphs shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have Underwriter has been advised in writing. writing, (c) the grant by the Company of share options and restricted shares under its existing employee stock option plans which are described in the Registration Statements, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Company Restricted Period or the Selling Stockholder Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of any Selling Stockholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Company Restricted Period or the Selling Stockholder Restricted Period. In addition, each Selling Stockholder agrees that, without the prior written consent of Morgan Stanley & Co. International plc, it will not, during the Selling Stockholder Restricted Period, make any demand for, or exercise any right with respect to, the registration of any Covered Securities. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II hereto opposite its name at $17.8108 per share the purchase price set forth in Schedule I hereto (the "Purchase Price"). Price") plus accru...ed interest, if any, from September 9, 2014 to the Closing Date. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number $45,000,000 aggregate principal amount of Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, less an amount per share equal plus accrued interest, if any, from September 9, 2014 to any distributions declared by the Company date of payment and payable on the Firm Shares but not payable on the Additional Shares. delivery. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such Shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of Securities in excess of the principal amount of the Firm Securities. On each day, if any, that Additional Shares Securities are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares denominations of less than $1,000 as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number principal amount of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Securities. View More
Agreements to Sell and Purchase. The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite its name at $17.8108 per share (the a purchase price of (i) 97.25% of the principal amount of the 2019 Notes and (ii) 97....25% of the principal amount of the 2021 Notes (each a "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to from the number of Company the Additional Shares set forth in Schedule I hereto Securities at the applicable Purchase Price, less an amount per share equal Price for the 2019 Notes and the 2021 Notes, as applicable, plus accrued interest, if any, from, and including, the Closing Date (as defined below) to, but excluding, the Option Closing Date (as defined below), with any such accrued interest to any distributions declared by be calculated in the Company same manner and payable at the same rate at which interest accrues on the Firm Shares but not payable on respective series of 18 Securities in accordance with their terms and the Additional Shares. terms of the Indenture. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement. Such right may be exercised solely for the Prospectus. purpose of covering over-allotments. Any exercise notice shall specify the number principal amount of Additional Shares Securities to be purchased by the Underwriters and the date on which such Shares Additional Securities are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date Closing Date for the Firm Shares Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided in Section 4 hereof. On each day, if any, that Additional Shares Securities are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number principal amount of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares Securities in denominations other than $1,000 as you may determine) that bears the same proportion to the total number principal amount of Additional Shares Securities to be purchased on such Option Closing Date as the number principal amount of Firm Shares Securities set forth in Schedule II I hereto opposite the name of such Underwriter bears to the total number principal amount of Firm Shares. 13 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Securities. View More
Agreements to Sell and Purchase. The Company Each Selling Stockholder, severally but not jointly, solely on behalf of itself hereby agrees to sell to the several Underwriters, Underwriter, and each the Underwriter, upon the basis of the representations and warranties herein contained, contained but subject to the conditions hereinafter stated, agrees, severally and not jointly, agrees to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name each Selling Stockholder, at...$17.8108 $107.00 per share Share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Price"), the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number Underwriter. Each of Firm Shares. 13 The the Company also covenants with each Underwriter and Selling Stockholders hereby agrees that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company Morgan Stanley & Co. International plc it will not, during the restricted period set forth in Schedule I hereto, ending 90 days after the date of the Prospectus (the "Restricted Period"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 under the Trust Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for common shares of the Trust Common Stock; or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust Common Stock or such other securities, in cash or otherwise otherwise; or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust Common Stock or any securities convertible into or exercisable or exchangeable for common shares of Common Stock. 18 The restrictions contained in the Trust. The foregoing sentence preceding paragraph shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have Underwriter has been advised in writing. writing, (c) the grant by the Company of share options and restricted shares under its existing employee stock option plans which are described in the Registration Statements, or (d) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that (i) such plan does not provide for the transfer of Common Stock during the Restricted Period and (ii) to the extent a public announcement or filing under the Exchange Act, if any, is required of or voluntarily made by or on behalf of any Selling Stockholder or the Company regarding the establishment of such plan, such announcement or filing shall include a statement to the effect that no transfer of Common Stock may be made under such plan during the Restricted Period. In addition, each Selling Stockholder agrees that, without the prior written consent of Morgan Stanley & Co. International plc, it will not, during the Restricted Period, make any demand for, or exercise any right with respect to, the registration of any shares of Common Stock or any security convertible into or exercisable or exchangeable for Common Stock. Each Selling Stockholder consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of any Shares held by such Selling Stockholder except in compliance with the foregoing restrictions. View More
Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, the Company hereby agrees to issue and sell an aggregate of 3,733,333 Firm Shares and 1,866,666 Firm Warrants to the several Underwriters, and each Underwriter, upon Underwriters. Upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all the terms and conditions hereinafter stated, set forth herein, each Underwriter agrees, severally and not join...tly, to purchase from the Company at a purchase price of $7.0406 per Firm Share (the "purchase price per Share") and $0.0094 per Firm Warrant (the "purchase price per Warrant"), the respective numbers number of Firm Shares Securities set forth opposite the name of such Underwriter in Schedule II hereto opposite its name at $17.8108 per share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the I hereto. The Company hereby also agrees to sell to the Underwriters Underwriters, and, upon the Additional Shares, basis of the representations, warranties and agreements of the Company herein contained and subject to all the terms and conditions set forth herein, the Underwriters shall have the right for 30 days from the date of the Prospectus to purchase, purchase from the Company up to 560,000 Additional Shares at the purchase price per Share for the Firm Shares and/or 280,000 Additional Warrants at the purchase price per Warrant for the Firm Warrants. The Additional Securities may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Securities. If any Additional Securities are to be purchased, each Underwriter, severally and not jointly, up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares Securities (subject to such adjustments to eliminate fractional Shares as you may determine) determine to avoid fractional shares) that bears the same proportion to the total number of Additional Shares Securities to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares Securities set forth in Schedule II hereto opposite the name of such Underwriter in Schedule I hereto bears to the total number of Firm Shares. 13 Securities. The Company also covenants with each Underwriter that, without option to purchase Additional Securities may be exercised at any time within 30 days after the prior written consent date of the Managers identified in Schedule I with the authorization to release this lock-up on behalf of the Underwriters, the Company will not, during the restricted period set forth in Schedule I hereto, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust or any securities convertible into or exercisable or exchangeable for common shares of the Trust. The foregoing sentence shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by the Company of common shares of the Trust upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Prospectus, but no more than once. View More
Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, Underwriters the Shares, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name Selling Shareholder at $17.8108 $28.50 per share (the "Purchase Price"). On the basis of the repr...esentations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Price") the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 Underwriter. The Company also covenants with each Underwriter hereby agrees that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up Barclays Capital Inc. on behalf of the Underwriters, the Company it will not, during the restricted period set forth in Schedule I hereto, ending 45 days after the date of the Prospectus (the "Restricted Period"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Trust Securities Exchange Act of 1934, as amended (the "Exchange Act") or any other securities so owned convertible into or exercisable or exchangeable for common shares of the Trust Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust Common Stock or any securities convertible into or exercisable or exchangeable for common shares of Common Stock. The restrictions contained in the Trust. The foregoing sentence preceding paragraph shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by of Common Stock upon exercise of options, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Company Registration Statement, the Time of common Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (c) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission, and (e) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to this clause (e) shall not exceed 5% of the Trust upon the exercise shares of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Common Stock then outstanding. View More
Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, Underwriters the Shares, and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II hereto opposite its name Selling Shareholder at $17.8108 $26.25 per share (the "Purchase Price"). On the basis of the repr...esentations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to Price") the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less an amount per share equal to any distributions declared by the Company and payable on the Firm Shares but not payable on the Additional Shares. You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of the Prospectus. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the closing date for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 Underwriter. The Company also covenants with each Underwriter hereby agrees that, without the prior written consent of the Managers identified in Schedule I with the authorization to release this lock-up Morgan Stanley & Co. LLC on behalf of the Underwriters, the Company it will not, during the restricted period set forth in Schedule I hereto, ending 30 days after the date of the Prospectus (the "Restricted Period"), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any common shares of Common Stock beneficially owned (as such term is used in Rule 13d-3 of the Trust Securities Exchange Act of 1934, as amended (the "Exchange Act") or any other securities so owned convertible into or exercisable or exchangeable for common shares of the Trust Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of common shares of the Trust, Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of common shares of the Trust Common Stock or such other securities, in cash or otherwise or (3) file any registration statement with the Commission relating to the offering of any common shares of the Trust Common Stock or any securities convertible into or exercisable or exchangeable for common shares of Common Stock. The restrictions contained in the Trust. The foregoing sentence preceding paragraph shall not apply to (a) the Shares to be sold hereunder, or (b) the issuance by of Common Stock upon exercise of options, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Company Registration Statement, the Time of common Sale Prospectus and the Prospectus provided that each holder shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (c) the issuance and sale of Common Stock, or any securities convertible into, or exercisable, or exchangeable for, Common Stock, pursuant to any share or stock option, share or stock bonus or other share or stock plan or arrangement described in the Registration Statement, the Time of Sale Prospectus and the Prospectus, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto, (d) the filing of a registration statement on Form S-8 (or equivalent form) with the Commission, and (e) the issuance of Common Stock in connection with the acquisition of another company, provided that each transferee shall sign and deliver a Lock-Up Letter Agreement substantially in the form of Exhibit A-1 hereto and provided further, that the number of shares of Common Stock issued pursuant to this clause (e) shall not exceed 5% of the Trust upon the exercise shares of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Common Stock then outstanding. View More
