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 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 $36.52 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 30 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. 16 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 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 in writing. Registration Statement. 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 of Firm Shares Securities set forth in Schedule II hereto opposite its name in Schedule I hereto at $17.8108 $97.00 per share Unit (the "Purchase Price"). The respective purchase obligations of the Underwrit...ers with respect to the Firm Securities shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine. 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 of 600,000 Additional Shares set forth in Schedule I hereto Securities at the Purchase Price, less an amount per share equal solely to any distributions declared cover over-allotments. This option to purchase Additional Securities will expire after 13 days beginning on, and including, the Closing Date and, subject to the notice restrictions below, may be exercised 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 to the date of the Prospectus. Company. Any exercise notice shall specify the number of Additional Shares Securities to be purchased by the Underwriters and the date on which such Shares shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may shall not be earlier than the closing Closing Date and, without the consent of the Company, shall not be earlier than the second business day after the date for the Firm Shares on which written notice is given nor later than ten the fifth business days day after the date of such notice. on which written notice is given. 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 of Additional Shares Securities (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 Securities to be purchased on such Option Closing Date as the number of Firm Shares Securities 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. Securities. 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 6,481,482 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 Co...mpany at a purchase price of $2.538 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 I hereto, provided, however, that in no event shall the basis of Representative's fees and commission be less than $700,000 in the representations and warranties contained in this Agreement, and subject to its terms and conditions, the aggregate. 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 972,222 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. 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 3,769,231 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 Co...mpany at a purchase price of $3.046875 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 565,384 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 and sale 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 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 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, Company hereby agrees to issue and sell an aggregate of 1,892,308 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 Compan...y at a purchase price of $6.11 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 283,846 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 Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of 2,051,283 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 Compan...y at a purchase price of $19.50 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. 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 307,692 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 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 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, Company hereby agrees to issue and sell an aggregate of 1,225,000 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 Compan...y at a purchase price of $7.52 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. -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 183,750 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 Each of the Selling Stockholders, severally and not jointly, hereby agrees to sell up to the several Underwriters, number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule II hereto to the Underwriters at a price of $9.7375 per share (the "Purchase Price"), and each Underwriter, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, herein set forth, agrees, severally and not jointly, to pur...chase from the Company Selling Stockholders at the respective numbers Purchase Price the number of Firm Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) set forth opposite the name of such Underwriter in Schedule I hereto. Moreover, each Selling Stockholder, severally and not jointly, hereby agrees to sell up to the number of Additional Shares set forth opposite such Selling Stockholder's name in Schedule II hereto opposite its name to the Underwriters at $17.8108 per share (the "Purchase Price"). On the Purchase Price, and the Underwriters, upon the basis of the representations and warranties contained in this Agreement, and herein, but subject to its the terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters conditions herein set forth, shall have the right (but not the obligation) to purchase, severally and not jointly, up to the total 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 Price. The Representatives 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. this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Shares 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 Closing Date (as defined below) or later than ten business days after the date of such notice. Additional Shares may be purchased by the Underwriters solely for the purpose of covering over-allotments made in connection 18 with the Offering of the Firm Shares. 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 Representatives 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 I 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
Agreements to Sell and Purchase. The Upon the terms and conditions set forth herein, Company hereby agrees to issue and sell an aggregate of 1,571,429 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 Compan...y at a purchase price of $26.60 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 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 235,714 Additional Shares to at the purchase price per Share. The Additional Shares may 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 solely for the Firm Shares nor later than ten business days after 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 option to purchase Additional Shares may be exercised at any time within 30 days after the date of the Prospectus, but no more than once. 2 3. Terms of Public Offering. The Company also covenants with each Underwriter that, without has been advised by you that the prior written consent Underwriters propose to make a public offering of their respective portions of the Managers identified Shares as soon after the Registration Statement and this Agreement have become effective as in Schedule I with your judgment is advisable and initially to offer the authorization to release this lock-up on behalf of Shares upon the Underwriters, the Company will not, during the restricted period terms set forth in Schedule I hereto, (1) offer, pledge, sell, contract the Prospectus. Not later than 12:00 p.m. on the second business day following the date the Shares are released by the Underwriters for sale to sell, sell any option the public, the Company shall deliver or contract cause 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 be delivered copies of the Trust or any securities convertible into or exercisable or exchangeable for common shares of Prospectus in such quantities and at such places as 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 Representative 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. reasonably request. 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 2,650,000 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 Co...mpany the respective numbers at a purchase price of Firm Shares set forth in Schedule II hereto opposite its name at $17.8108 $18.0025 per share Share (the "Purchase Price"). On the basis Price per Share") (other than 28,815 shares 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 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 Common Stock, 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 from the Company at a purchase price of $19.00 per share), the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto. The Company hereby also agrees to sell to the Underwriters, and, upon the 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 from the Company up to the Additional Shares at the Purchase Price per Share. The Additional Shares may be purchased solely for the purpose of covering over-allotments, if any, made in connection with the offering of the Firm Shares. If any Additional Shares are to be purchased, each 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
