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 Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of [ ] Firm Shares 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 jointly, to purchase from the Company at a... purchase price of $[______] per Share (the "purchase price per Share"), the respective numbers number of Firm Shares 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 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 for 30 days after from the date of the Prospectus. Any exercise notice shall specify Prospectus to purchase from the number of Company up to [_______] Additional Shares to be purchased by at 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 price per Share for the Firm Shares. The Additional Shares nor later than ten business days after may be purchased solely for the date purpose of such notice. On each day, covering over-allotments, if any, that made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased (an "Option Closing Date"), purchased, each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (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 to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares 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 The Company also covenants with each Underwriter that, without option to purchase Additional Shares 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 hereby agrees to sell to the several Underwriters, issue and each Underwriter, sell, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained, but contained and subject to all of the terms and conditions hereinafter stated, agrees, set forth herein, each of the Underwriters, acting severally and not jointly, agrees to purchase from the Company Company, at a purchase price of $24.675 per Share for 12,792,000 Firm ...Shares sold to institutional investors and $24.2125 per Share for 7,208,000 Firm Shares sold to other investors, the respective numbers number of Firm Shares set forth in Schedule II hereto opposite its name at $17.8108 per share (the "Purchase Price"). On in Schedule I hereto. The Company hereby also agrees to issue and sell, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all of the terms and conditions, conditions set forth herein, each of the Company agrees to sell to the Underwriters the Additional Shares, Underwriters, acting severally and the Underwriters not jointly, shall have the right for 30 days from the date hereof to purchase, purchase from the Company, up to 3,000,000 Optional Shares at a purchase price of $24.2125 per Share. If any Optional Shares are to be purchased, each of the Underwriters, acting 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 Optional Shares (subject to such adjustments as the Representatives may determine to eliminate avoid fractional Shares as you may determine) shares) that bears the same proportion to the total number of Additional Optional Shares to be purchased on such Option Closing Date by the Underwriters as the number of Firm Shares 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 The Company also covenants with each Underwriter that, without the prior written consent of the Managers identified in Schedule I with the authorization option 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, Optional Shares may be exercised 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 part from time 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 time within 30 days after the date hereof of which the Underwriters have been advised in writing. hereof. View More
Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,575,235 Firm Shares to the several Underwriters and (ii) the Selling Stockholders, severally and not jointly, agree to sell an aggregate of 1,424,765 Firm Shares to the Underwriters, and each Underwriter, upon Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto. Upon the basis of the representations repres...entations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter stated, set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective numbers Selling Stockholders at a purchase price of $22.916 per Share (the "purchase price per Share"), the number of Firm Shares 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. 2 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 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 for 30 days after from the date of the Prospectus. Any exercise notice shall specify Prospectus to purchase from the number of Company up to 450,000 Additional Shares to be purchased by at 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 price per Share for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Shares. If any Additional Shares are to be purchased (an "Option Closing Date"), purchased, each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (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 to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares 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 The Company also covenants with each Underwriter that, without option to purchase Additional Shares 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 Upon the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell an aggregate of 1,275,235 Firm Shares to the several Underwriters and (ii) the Selling Stockholders, severally and not jointly, agree to sell an aggregate of 1,424,765 Firm Shares to the Underwriters, and each Underwriter, upon Selling Stockholder selling the number of Firm Shares set forth opposite such Selling Stockholder's name on Schedule II hereto. Upon the basis of the representations repres...entations, warranties and warranties agreements of the Company and the Selling Stockholders herein contained, but contained and subject to all the terms and conditions hereinafter stated, set forth herein, each Underwriter agrees, severally and not jointly, to purchase from the Company and the respective numbers Selling Stockholders at a purchase price of $[ ] per Share (the "purchase price per Share"), the number of Firm Shares 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 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 for 30 days after from the date of the Prospectus. Any exercise notice shall specify Prospectus to purchase from the number of Company up to 405,000 Additional Shares to be purchased by at 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 2 price per Share for the Firm Shares nor later than ten business days after the date of such notice. On each day, if any, that Shares. If any Additional Shares are to be purchased (an "Option Closing Date"), purchased, each Underwriter agrees, Underwriter, severally and not jointly, agrees to purchase the number of Additional Shares (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 to be purchased on such Option Closing Date by the Underwriter as the number of Firm Shares 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 The Company also covenants with each Underwriter that, without option to purchase Additional Shares 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 (a) On the basis of the representations, warranties and agreements of the Company hereby herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company Company, at a purchase price of $24.212...5 per Share (the "purchase price per share"), the respective numbers number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto opposite its name at $17.8108 per share (the "Purchase Price"). On (or such number of Firm Shares increased as set forth in Section 9 hereof). (b) The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, plus accumulated dividends, if any, on an Additional Share to the date of purchase, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (as defined in Section 4) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange (the "NYSE") is open for trading), up to an aggregate of 2,100,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, up agrees to purchase from the Company the number of Additional Shares set forth (subject to such adjustments as you may determine in Schedule I hereto at order to avoid fractional 2 shares) which bears the Purchase Price, less an amount per share equal same proportion 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 in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate 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
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 $12.95 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, herein set forth, agrees to purchase from the Selling ...Stockholders at the Purchase Price the number of Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) set forth opposite the name of the Underwriter in Schedule I hereto. Moreover, each Selling Stockholder, 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 its terms and conditions, the Company hereby 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 opposite such Selling Stockholder's name in Schedule I II hereto to the Underwriter at the Purchase Price, less an amount per share equal and the Underwriters, upon the basis of the representations and warranties contained herein, but subject to any distributions declared by the Company terms and payable on conditions herein set forth, shall have the Firm right (but not the obligation) to purchase up to the total number of Additional Shares but not payable on at the Additional Shares. You Purchase Price. The Underwriter 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 nine days after the date of the Prospectus. this Agreement, or December 16, 2016. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such Shares shares are to be purchased. Each purchase date must be at least one business day 18 after the written notice is given and may not be earlier than the closing date for the Firm Shares nor Closing Date (as defined below) or later than ten four business days after the date of such notice. On each Additional Shares may be purchased by the Underwriter solely for the purpose of covering over-allotments made in connection with the Offering of the Firm Shares. Each day, if any, that on which Additional Shares are to be purchased (an is herein referred to as 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. Date". View More
Agreements to Sell and Purchase. The Company Selling Shareholder hereby agrees to sell to the several Underwriters, Underwriter, 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, agrees 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 per $28.01 a share (the "Purchase Price"). On the basis of the rep...resentations 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 Underwriter, which consent shall not be unreasonably withheld, it will not, during the restricted period set forth in Schedule I hereto, ending 45 days after the date of the Prospectus (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 Exchange Act) or any other securities so owned convertible into or exercisable or exchangeable for common shares of the Trust or Common Stock; (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. 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 conversion or exchange of convertible or exchangeable securities or 16 exercise of an option options or warrant warrants outstanding as of the date of this Agreement or (c) issuances pursuant to the conversion of a security outstanding Company's and its subsidiaries' employee stock incentive or other benefit plans existing on the date hereof of which this Agreement, in each of case (b) and (c), as disclosed in the Underwriters have been advised Registration Statement. The Selling Shareholder hereby confirms that prior to executing this Agreement it has executed and delivered to the Underwriter a "lock-up agreement" in writing. substantially the form of Exhibit C hereto. View More
Agreements to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements of the Company hereby herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Sh...are, except for Shares sold by the Underwriters to institutional investors as agreed by the Company and the respective numbers Underwriters, for which the purchase price shall be $24.50 per Share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto opposite its name at $17.8108 per share (the "Purchase Price"). On (or such number of Firm Shares increased as set forth in Section 9 hereof). (b) The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, plus accumulated dividends, if any, on an Additional Share to the date of purchase, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (as defined in Section 4) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange (the "NYSE") is open for trading), up to an aggregate of 1,800,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, 2 each Underwriter, severally and not jointly, up agrees to purchase from the Company the number of Additional Shares set forth (subject to such adjustments as you may determine in Schedule I hereto at order to avoid fractional shares) which bears the Purchase Price, less an amount per share equal same proportion 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 in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate 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
Agreements to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements of the Company hereby herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Sh...are, except for Shares sold by the Underwriters to institutional investors as agreed by the Company and the respective numbers Underwriters, for which the purchase price shall be $24.50 per Share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto opposite its name at $17.8108 per share (the "Purchase Price"). On (or such number of Firm Shares increased as set forth in Section 9 hereof). (b) The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase price per share, plus accumulated dividends, if any, on an Additional Share to the date of purchase, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (as defined in Section 4) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 1,000,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally 2 and not jointly, up agrees to purchase from the Company the number of Additional Shares set forth (subject to such adjustments as you may determine in Schedule I hereto at order to avoid fractional shares) which bears the Purchase Price, less an amount per share equal same proportion 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 in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate 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
Agreements to Sell and Purchase. The (a) On the basis of the representations, warranties and agreements of the Company hereby herein contained and subject to all the terms and conditions of this Agreement, the Company agrees to sell to the several Underwriters, Underwriters and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $24.2125 per Sh...are, except for Shares sold by the Underwriters to institutional investors as agreed by the Company and the respective numbers Underwriters, for which the purchase price shall be $24.50 per Share (the "purchase price per share"), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule II I hereto opposite its name at $17.8108 per share (the "Purchase Price"). On (or such number of Firm Shares increased as set forth in Section 9 hereof). (b) The Company also agrees, subject to all the terms and conditions set forth herein, to sell to the Underwriters, and, upon the basis of the representations representations, warranties and warranties agreements of the Company herein contained in this Agreement, and subject to its all the terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and conditions set forth herein, the Underwriters shall have the right to purchase from the Company, at the purchase 3 price per share, plus accumulated dividends, if any, on an Additional Share to the date of purchase, pursuant to an option (the "over-allotment option") which may be exercised at any time and from time to time prior to 9:00 P.M., New York City time, on the 30th day after the date of the Prospectus (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), up to an aggregate of 990,000 Additional Shares. Additional Shares may be purchased only for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. Upon any exercise of the over-allotment option, each Underwriter, severally and not jointly, up agrees to purchase from the Company the number of Additional Shares set forth (subject to such adjustments as you may determine in Schedule I hereto at order to avoid fractional shares) which bears the Purchase Price, less an amount per share equal same proportion 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 in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate 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
