Further Agreements of the Selling Stockholder Contract Clauses (231)

Grouped Into 6 Collections of Similar Clauses From Business Contracts

This page contains Further Agreements of the Selling Stockholder clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Such Selling Stockholder has duly executed and delivered to the Representatives a "lock-up" agreement in substantially the form of Exhibit A hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the S...tock. (c) Tax Form. Such Selling Stockholder will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. View More
Found in HealthEquity, Inc. contract
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Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally Stockholders severally, and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Such Lock-up Agreement. On or prior to the date of the Pricing Prospectus, such Selling Stockholder has duly executed and delivered to the Representatives Underwriters a "lock-up" lock-up agreement substantially in substantially the form of Exhibit A hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any... action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of or target of Sanctions, (ii) to fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. View More
Found in Sunnova Energy International Inc. contract
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, Stockholders severally and not jointly, covenants and agrees with each Underwriter that: (a) Clear Market. Lock-Up Agreements. Such Selling Stockholder has duly executed and delivered to the Representatives a "lock-up" agreement substantially in substantially the form of Exhibit A B hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any st...abilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. -29- (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity (i) to fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, sanctions administered or enforced by the U.S. government (including, without limitation, the Office of Foreign Assets Control of the U.S. Department of the Treasury ("OFAC") or the U.S. Department of State and including, without limitation, the designation as a "specially designated national" or "blocked person"), the United Nations Security Council ("UNSC"), the European Union, Her Majesty's Treasury ("HMT") or other relevant sanctions authority (collectively, "Sanctions"), (ii) to fund or facilitate any activities of or business in any Sanctioned Country country or territory that is the subject or target of Sanctions, including, without limitation, Crimea, Cuba, Iran, North Korea and Syria, or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, of any change in the information relating to the Selling 22 Stockholder in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. View More
Found in AMYRIS, INC. contract
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each the Underwriter that: (a) Clear Market. Such On or before the date hereof, such Selling Stockholder has duly executed shall execute and delivered to deliver the Representatives a "lock-up" agreement agreements referenced in substantially the form of Exhibit A hereto. Section 8(l) hereof. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that co...uld reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (c) Tax Form. Such Selling Stockholder It will deliver to the Representatives Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 or W-8, as applicable (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) thereof), with any required schedules or attachments, in order to facilitate the Underwriters' Underwriter's documentation of their its compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 for tax purposes with respect to the transactions herein contemplated. (d) Use of Proceeds. Such Selling Stockholder It will not directly or indirectly use the proceeds of the offering of the Shares by such Selling Stockholder hereunder, or lend, contribute or otherwise make available such proceeds to a subsidiary, joint venture partner or other person or entity hereunder (i) to knowingly fund or facilitate any activities of or business with any person that, at the time of such funding or facilitation, is the subject of target of Sanctions, (ii) to knowingly fund or facilitate any activities of or business in any Sanctioned Country or (iii) in any other manner that will result, to the knowledge of such Selling Stockholder, knowingly result in a violation by any person (including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions. (e) Continued Compliance with Securities Laws. Such Selling Stockholder Information. During the Prospectus Delivery Period, the Selling Stockholder will advise the Representatives promptly, and will confirm such advice in writing to the Representatives, shall immediately notify you if any event occurs, or of any change in the information Selling Stockholder Information relating to the such Selling 22 Stockholder Stockholder, which results in the Registration Statement, the Prospectus or any document comprising the Pricing Disclosure Package. Package or in the Prospectus (as amended or supplemented) including an untrue statement of a material fact or omitting to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (f) Payment of Expenses. Such Selling Stockholder will pay all taxes, if any, on the transfer and sale, respectively, of the Shares being sold by such Selling Stockholder. View More
Found in Teladoc Health, Inc. contract
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Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each Underwriter that: (a)No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (b)Tax Form. It will deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or ...other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. View More
Found in The Michaels Companies Inc contract
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Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, Stockholders covenants and agrees with each Underwriter that: (a)No (a) Lock-Up Agreements. Such Selling Stockholder has duly executed and delivered to the Representatives a lock-up agreement substantially in the form of Exhibit D hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulatio...n of the price of the Stock. (b)Tax (c) Tax Form. It will deliver to the Underwriters Representatives prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 or applicable Form W-8 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 Code with respect to the transactions herein contemplated. View More
Found in e.l.f. Beauty, Inc. contract
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each Underwriter that: (a)No Stabilization. Such that such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (b)Tax Form. It will deliver to the Underwriters such Underwriter prior to or at the Closing Date a properly completed and executed United States Treasu...ry Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' such Underwriter's documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. View More
Found in Blue Buffalo Pet Products, Inc. contract
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders, severally and not jointly, covenants and agrees with each the Underwriter that: (a)No (a) Clear Market. It has delivered a lock-up agreement substantially in the form of Exhibit A hereto. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could would reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (b)Tax (c) Tax Form. It will deliver to the... Underwriters Underwriter prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriters' Underwriter's documentation of their its compliance 23 with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. View More
Found in Planet Fitness, Inc. contract
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Further Agreements of the Selling Stockholder. Each Selling Stockholder agrees, severally and not jointly: (a) To deliver to the Representatives prior to the date hereof, a letter, substantially in the form of Exhibit A hereto. (b) Neither such Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Securities Act), relating to the Stock. (c) To deliver to the Representativ...es prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States person) or Form W-9 (if such Selling Stockholder is a United States person). (d) Such Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) Such Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Stock. View More
Found in AdvancePierre Foods Holdings, Inc. contract
Further Agreements of the Selling Stockholder. Each Selling Stockholder agrees, severally and not jointly: (a) To deliver to Neither the Representatives prior to the date hereof, a letter, substantially in the form of Exhibit A hereto. (b) Neither such Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Securities Act), relating to the Stock. (c) Stock; (b) To deliver t...o the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if such the Selling Stockholder is a non-United States person) or Form W-9 (if such the Selling Stockholder is a United States person). (d) Such (c) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) Such (d) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Stock. View More
Found in Palomar Holdings, Inc. contract
Further Agreements of the Selling Stockholder. Each The Selling Stockholder agrees, severally and not jointly: agrees: (a) To deliver furnish to the Representatives Underwriter, prior to the date hereof, Initial Delivery Date, a letter, substantially in the form of Exhibit A hereto. (b) Neither such the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) Underwriter) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Se...curities Act), relating to the Stock. Stock; (c) To deliver to the Representatives Underwriter prior to or on the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if such Selling Stockholder is a non-United States person) W-9 (or other applicable form or Form W-9 (if such Selling Stockholder is a United States person). statement specified by Treasury Department regulations in lieu thereof). (d) Such The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (e) Such The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' Underwriter's obligations hereunder to purchase the Stock. View More
Found in Rice Energy Inc. contract
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Further Agreements of the Selling Stockholder. Each Selling Stockholder agrees, severally and not jointly: (a) Neither the Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Securities Act), relating to the Stock; (b) To deliver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the... Selling Stockholder is a non-United States person) or Form W-9 (if the Selling Stockholder is a United States person). (c) The Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (d) The Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Stock. 25 8. Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Stock; (e) any required review by FINRA of the terms of sale of the Stock (including related reasonable and documented fees and expenses of counsel to the Underwriters); (f) the listing of the Stock on the Exchange and/or any other exchange; (g) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable and documented fees and expenses of counsel to the Underwriters), provided that the Company shall only be required to pay such fees and expenses of counsel to the Underwriters incurred in relation to subsections (e) and (g) in an amount that is not greater than $40,000 in the aggregate; (h) the investor presentations on any "road show" undertaken in connection with the marketing of the Stock, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and 50% of the cost of any aircraft chartered in connection with the road show; and (i) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement; provided that, except as provided in this Section 8 and in Section 13, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the resale of any Stock by them, the expenses of advertising any offering of the Stock made by the Underwriters and travel (provided that the Underwriters are responsible for 50% of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of the Underwriters or any of their employees or representatives incurred by them in connection with any "road show". View More
Found in ALLEGRO MICROSYSTEMS INC contract
Further Agreements of the Selling Stockholder. Each Selling Stockholder agrees, severally agrees (as to itself and not jointly: any other Selling Stockholder): (a) Neither the such Selling Stockholder nor any person acting on behalf of the such Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Securities Act), relating to the Stock; Stock. (b) To deliver to the Representatives Representative prior to the Initial Delivery Date... a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States person) or Form W-9 (if the such Selling Stockholder is a United States person). (c) The Such Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (d) The Such Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Stock. 25 26 8. Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto; thereto, or any document incorporated by reference therein; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Stock; (e) any required the filing fees incidental to the review by FINRA of the terms of sale of the Stock (including reasonable related reasonable and documented fees and expenses of counsel to the Underwriters); (f) the listing of the Stock on the Exchange The Nasdaq Capital Market and/or any other exchange; (g) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including reasonable related reasonable and documented fees and expenses of counsel to the Underwriters), provided that Underwriters); (h) the Company shall only be required to pay such preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" (including reasonable related fees and expenses of Canadian counsel to the Underwriters incurred in relation to subsections (e) and (g) in an amount that is not greater than $40,000 in the aggregate; (h) Underwriters); (i) the investor presentations on any "road show" show", undertaken in connection with the marketing of the Stock, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and 50% of the cost of any aircraft chartered in connection with the road show; show, provided that such aircraft shall not be used without written confirmation from the Company; and (i) (j) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement; provided that, except in the case of (e), (g) and (h) above, reasonable related fees and expenses of counsel to the Underwriters in an amount that is greater than $20,000, in the aggregate, shall not be covered by this Section. Except as provided in this Section 8 and in Section 13, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the resale of any Stock by them, which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters and travel (provided that the Underwriters are responsible for 50% of the cost of any aircraft chartered in connection with the road show), lodging and other expenses of the Underwriters or any of their employees or representatives incurred by them in connection with any "road show". Underwriters. View More
Found in BioXcel Therapeutics, Inc. contract
Further Agreements of the Selling Stockholder. Each Selling Stockholder agrees, severally and not jointly: (a) Neither To deliver to the Representatives prior to the date hereof, a letter, substantially in the form of Exhibit A hereto. (b) That neither such Selling Stockholder nor any person acting on behalf of the Selling Stockholder (other than, if applicable, the Company and the Underwriters) shall use or refer to any "free writing prospectus" (as defined in Rule 405 under the Securities Act), relating to the Stock; (b) Stock. (c) To deli...ver to the Representatives prior to the Initial Delivery Date a properly completed and executed United States Treasury Department Form W-8 (if the such Selling Stockholder is a non-United States person) or Form W-9 (if the such Selling Stockholder is a United States person). (c) The (d) That such Selling Stockholder will not take, directly or indirectly, any action designed to or that has constituted or that reasonably would be expected to cause or result in the stabilization or manipulation of the price of any security of the Company in connection with the offering of the Stock. (d) The (e) That such Selling Stockholder will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Delivery Date, and to satisfy all conditions precedent to the Underwriters' obligations hereunder to purchase the Stock. 25 22 8. Expenses. The Company agrees, whether or not the transactions contemplated by this Agreement are consummated or this Agreement is terminated, to pay all expenses, costs, fees and taxes incident to and in connection with (a) the authorization, issuance, sale and delivery of the Stock and any stamp duties or other taxes payable in that connection, and the preparation and printing of certificates for the Stock; (b) the preparation, printing and filing under the Securities Act of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto; (c) the distribution of the Registration Statement (including any exhibits thereto), any Preliminary Prospectus, the Prospectus, any Issuer Free Writing Prospectus, and any amendment or supplement thereto, all as provided in this Agreement; (d) the production and distribution of this Agreement, any supplemental agreement among Underwriters, and any other related documents in connection with the offering, purchase, sale and delivery of the Stock; (e) any required review by the FINRA of the terms of sale of the Stock (including related reasonable and documented fees and expenses of counsel to the Underwriters); Underwriters in an amount that is not greater than $50,000); (f) the listing or the maintenance of the listing of the Stock on the New York Stock Exchange and/or any other exchange; (g) the qualification of the Stock under the securities laws of the several jurisdictions as provided in Section 6(a)(ix) and the preparation, printing and distribution of a Blue Sky Memorandum (including related reasonable and documented fees and expenses of counsel to the Underwriters), provided that Underwriters); (h) the Company shall only be required to pay such preparation, printing and distribution of one or more versions of the Preliminary Prospectus and the Prospectus for distribution in Canada, including in the form of a Canadian "wrapper" or supplement (including related reasonable fees and expenses of Canadian counsel to the Underwriters incurred in relation to subsections (e) and (g) in an amount that is not greater than $40,000 in the aggregate; (h) Underwriters); (i) the investor presentations on any "road show" undertaken in connection with the marketing of the Stock, including, without limitation, expenses associated with any electronic road show, travel and lodging expenses of the representatives and officers of the Company and 50% of the cost of any aircraft chartered in connection with the road show; (j) the delivery and (i) distribution of the Custody Agreement and the Powers of Attorney and the fees and expenses of the Custodian; and (k) all other costs and expenses incident to the performance of the obligations of the Company and the Selling Stockholders under this Agreement; provided that, except as provided in this Section 8 and in Section 13, 14, the Underwriters shall pay their own costs and expenses, including the costs and expenses of their counsel, any transfer taxes on the resale of any Stock by them, which they may sell and the expenses of advertising any offering of the Stock made by the Underwriters Underwriters, and travel (provided that the Underwriters are responsible for 50% of Selling Stockholders shall bear the pro rata cost of any aircraft chartered in connection underwriting discount and any underwriting commission with all other fees attributable to the road show), lodging Selling Stockholders and other expenses of related to the Underwriters or any of their employees or representatives incurred offering borne by them in connection with any "road show". the Company. 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Found in AdvancePierre Foods Holdings, Inc. contract
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Further Agreements of the Selling Stockholder. The Selling Stockholder covenants and agrees with the Underwriter that: (a) Clear Market. The Selling Stockholder has duly executed and delivered to the Underwriter a "lock-up" agreement in the form of Exhibit A hereto. (b) Tax Form. It will deliver to the Underwriter prior to or at the Closing Date a properly completed and executed Form W-9 (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) in order to facilitate the Underwriter's documentat...ion of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (c) Delivery of Documentation. Instruction letters and stock powers representing all of the Shares to be sold by the Selling Stockholder hereunder will be delivered to the Company's transfer agent (along with any other necessary documentation, as required by such transfer agent, in each case) prior to the Closing Date which ensures that upon the completion of the Exercise and the Exchange, such Shares are able to be transferred to the Underwriter pursuant to Section 2 hereof on the Closing Date. View More
Found in Worldpay, Inc. contract
Further Agreements of the Selling Stockholder. The Each of the Selling Stockholder Stockholders covenants and agrees with the each Underwriter that: (a) Clear Market. The Selling Stockholder It has duly executed and delivered to the Underwriter a "lock-up" agreement substantially in the form of Exhibit A hereto. A. (b) Tax Form. It will deliver to the Underwriter Representative prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by the T...reasury Department regulations in lieu thereof) in order to facilitate the Underwriter's Underwriters' documentation of their compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated. (c) Delivery of Documentation. Documents. Instruction letters and stock powers representing all of the Shares to be sold by the such Selling Stockholder Stockholders hereunder will be delivered to the Company's transfer agent (along with any other necessary documentation, as required by such transfer agent, in each case) prior to the Closing Date or the Additional Closing Date, as the case may be, which ensures that upon the completion of the Exercise and the Exchange, such Shares are able to be transferred to the Underwriter Underwriters pursuant to Section 2 hereof on the Closing Date. Date or the Additional Closing Date, as the case may be. View More
Found in CDW contract
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Further Agreements of the Selling Stockholder. Each of the Selling Stockholders covenants and agrees with each Underwriter that: (a) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (b) Tax Form. It will deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Internal Revenue Service Form W-8 or W-9, as applicable (or... other applicable form or statement specified by the Treasury Department regulations in lieu thereof) establishing a complete exemption from U.S. federal backup withholding tax. View More
Found in Ollie's Bargain Outlet Holdings, Inc. contract
Further Agreements of the Selling Stockholder. Each of the Selling Stockholders covenants and agrees with each Underwriter that: (a) Clear Market. On or before the date hereof, such Selling Stockholder shall execute and deliver the "lock-up" agreements referenced in Section 8(n) hereof. (b) No Stabilization. Such Selling Stockholder will not take, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Stock. (b) (c) Tax Form. It will deli...ver to the Underwriters Representatives prior to or at the Closing Date a properly completed and executed United States Internal Revenue Service Form W-8 or W-9, as applicable (or other applicable form or statement specified by the Treasury Department regulations in lieu thereof) establishing a complete exemption from U.S. federal backup withholding tax. View More
Found in Ollie's Bargain Outlet Holdings, Inc. contract
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