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 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 I hereto opposite its name at $17.8108 per $15.675 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and ...subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 675,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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. 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 Unless otherwise agreed to by the Company, 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. Additional Shares may be purchased as provided in Section 4 hereof. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II 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 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 I hereto opposite its name at $17.8108 per $21.15 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and s...ubject 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 600,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from 12 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 later than ten business days after the date of such notice. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you the 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 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 I hereto opposite its name at $17.8108 per $36.96 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and s...ubject 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 900,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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. 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II 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 Company 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, 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 set forth in Schedule I hereto (the "Purchase Price"). 10 On the basis of the repres...entations and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters Underwriter the Additional Shares, and the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase up to the number of Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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 Underwriter 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number of the Firm Shares. On each day, if any, that Additional Shares are to be purchased (an "Option Closing Date"), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (subject to such adjustments to eliminate fractional Shares shares as you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule II hereto opposite the name of such Underwriter bears to the total number of Firm Shares. 13 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 hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of the representations and 14 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 I hereto opposite its name at $17.8108 per $[●] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and ...subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of [●] Additional Shares set forth in Schedule I hereto at the Purchase Price, less provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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. 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection 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 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 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 I hereto opposite its name at $17.8108 per $13.3668 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and... subject to its terms and conditions, the Company agrees to sell to the Underwriters the Additional Shares, and the Underwriters shall have the right to purchase, severally and not jointly, up to the number of 1,095,000 Additional Shares set forth in Schedule I hereto at the Purchase Price, less Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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. 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number 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 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 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 terms and conditions hereinafter stated, agrees, severally and not jointly, to purchase from the Company the respective numbers of Firm Shares set forth in Schedule II I hereto opposite its name at $17.8108 per $[●] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreemen...t, 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 provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You The Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Company 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 or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection 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 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 I hereto opposite its name at $17.8108 per $[ ] a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and sub...ject 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 provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering over-allotments made in connection 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 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 I hereto opposite its name at $17.8108 per $27.26 a share (the "Purchase Price"). On the basis of the representations and warranties contained in this Agreement, and s...ubject 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 547,500 Additional Shares set forth in Schedule I hereto at the Purchase Price, less Price; provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such 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. 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 later than ten business days after the date of such notice. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number 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 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 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 set forth in Schedule I hereto (the "Purchase Price"). On the basis of the representations and warran...ties 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 provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any distributions dividends declared by the Company and payable on the Firm Shares but not payable on the such Additional Shares. You Morgan Stanley & Co. LLC and Leerink Partners LLC 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 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. Additional Shares may be purchased as provided in Section 4 hereof solely for the purpose of covering sales of shares in excess of the number 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 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
