Purchase of the Securities by the Underwriters Clause Example with 5 Variations from Business Contracts
This page contains Purchase of the Securities by the Underwriters 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.
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally and not joi...ntly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered.View More
Variations of a "Purchase of the Securities by the Underwriters" Clause from Business Contracts
Purchase of the Securities by the Underwriters. (a) Subject Upon the basis of the warranties and representations and subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, respective Underwriters and each of the Underwriters agrees, Underwriters, severally and not jointly, agrees to purchase from the Company the respective principal amount of Firm Securities set forth opposite the name of such Underwriter in Schedule I... attached hereto at a purchase price of $6.00 per share 96.85% of the principal amount thereof with respect to Firm Securities, plus accrued interest, if any, from the First Closing Date (as defined below). The Company is advised by the Representative that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Securities as soon as the Underwriters deem advisable after this Agreement has been executed and delivered and (ii) initially to offer the Firm Securities upon the terms set forth in the Prospectus. The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as they may determine. (b) In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Company ratably in accordance with the number of Firm Securities to be purchased by each of them (subject to such adjustment as the Representative may determine to ensure that the Optional Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), all or a portion of the Optional Securities, at the purchase price set forth above. This option may be exercised by the Representative on behalf of the several Underwriters at any time on or before the thirtieth day following the date hereof, by written notice to the Company. Such notice shall set forth the aggregate amount of Optional Securities as to which the option is being exercised and the date and time when the Optional Securities are to be delivered (such date and time being hereinafter referred to as the "Option Closing Date"); provided, however, that the Option Closing Date shall not be (i) earlier than the First Closing Date (as defined below) or (ii) later than the tenth business day after the date on which the option shall have been exercised. The number of Optional Securities to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Optional Securities being purchased as the number of Firm Securities set forth opposite the name of such Underwriter's name in Underwriter on Schedule I attached hereto, hereto bears to the aggregate number of Firm Securities (subject, in each case, to such adjustment as the Representative may determine to ensure that the Option Securities are issued in minimum denominations of no less than $25 and whole multiples of $25 in excess thereof), subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally 14 4. Delivery of and not jointly, Payment for Securities. Payment of the purchase price for the Firm Securities shall be made to offer the Company by federal funds wire transfer against delivery of the certificates for the Firm Securities to RBC Capital Markets, LLC through the public facilities of The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on March 18, 2015 (unless another time shall be agreed to by RBC Capital Markets, LLC and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are actually made is hereinafter sometimes called the "First Closing Date." Each of the First Closing Date and the Option Closing Dates is herein individually referred to as set forth a "Closing Date" and collectively they are referred to as the "Closing Dates." Electronic transfer of the Firm Securities shall be made to the Underwriters at the First Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Payment of the purchase price for the Optional Securities shall be made at the applicable Option Closing Date in the Prospectus. (b) The Company hereby grants to same manner and at the Representatives and their designees an option to purchase from same office as the Company all or any portion payment for the Firm Securities. Electronic transfer of the Optional Securities for a period of thirty (30) days from shall be made to the date hereof Underwriters at the purchase price per share set forth Option Closing Date in such names and in such denominations as RBC Capital Markets, LLC shall specify. Deliveries of the documents described in Section 3(a) 6 hereof less an amount per share equal with respect to any dividends or distributions declared by the Company and payable purchase of the Securities shall be made at the offices of Gibson, Dunn & Crutcher LLP, 200 Park Avenue, New York, New York, 10166 (or such other place as mutually may be agreed upon), at 10:00 A.M., New York City time, on each share the dates of the closing of the purchase of the Firm Securities but not payable on any of or the Optional Securities. Optional Securities shall be purchased from Securities, as the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. case may be. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $24.2125 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally an...d not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities solely to cover over-allotments for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. 16 4. Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company ("DTC") or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, Four Times Square, New York, New York 10036 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the fifth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the "First Closing Date"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the "Option Closing Date"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates.") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $24.2125 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally an...d not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities solely to cover over-allotments for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. 12 4. Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company ("DTC") or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the sixth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the "First Closing Date"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the "Option Closing Date"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates.") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $24.2125 per share the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Section 8 hereof. Each Underwriter agrees, severally an...d not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees an option to purchase from the Company all or any portion of the Optional Securities solely to cover over-allotments for a period of thirty (30) days from the date hereof at the purchase price per share set forth in Section 3(a) hereof less an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the Optional Securities. Optional Securities shall be purchased from the Company for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. 15 4. Delivery of and Payment for Securities. Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) to be purchased by the Underwriters from the Company against payments for such securities shall be made through the facilities of The Depository Trust Company ("DTC") or at the offices of Skadden, Arps, Slate, Meagher & Flom LLP, One Manhattan West, New York, New York 10001 (or such other place as mutually may be agreed upon) at 10:00 a.m., New York City time, on the fifth full Business Day following the date hereof or, if the pricing of the Firm Securities occurs after 4:30 p.m., New York City time, at such time on the fifth full Business Day thereafter, or at such other date and time as shall be determined by the Representatives and the Company (the "First Closing Date"). The option to purchase Optional Securities granted in Section 3(b) hereof may be exercised during the term thereof by written notice to the Company from the Representatives. The option may be exercised in whole or part, and if in part, the option may be exercised on multiple occasions. Such notice shall set forth the aggregate number of Optional Securities as to which the option is being exercised and the time and date, not earlier than either the First Closing Date or the second Business Day after the date on which the option shall have been exercised nor later than the fifth Business Day after the date of such exercise, as determined by the Representatives, when the Optional Securities are to be delivered (the "Option Closing Date"). Delivery and payment for such Optional Securities is to be at the offices set forth above for delivery and payment of the Firm Securities. (The First Closing Date and the Option Closing Date are herein individually referred to as the "Closing Date" and collectively referred to as the "Closing Dates.") Delivery of certificates for the Firm Securities (or evidence of Securities in book entry form) and the Optional Securities (or evidence of Securities in book entry form) shall be made through the facilities of DTC by or on behalf of the Company to the Representatives, for the respective accounts of the Underwriters, against payment by the Representatives, for the several accounts of the Underwriters, of the purchase price therefor by wire transfer of immediately available funds to a bank account designated by the Company. The certificates for the Firm Securities and the Optional Securities shall be registered in such names and denominations as the Representatives shall have requested at least one full Business Day prior to the applicable Closing Date and shall be made available for checking and packaging at a location in New York, New York as may be designated by the Representatives at least one full Business Day prior to such Closing Date. Time shall be of the essence and delivery at the time and place specified in this Agreement is a further condition to the obligations of each Underwriter. View More
Purchase of the Securities by the Underwriters. (a) Subject to the terms and conditions and upon the basis of the representations, warranties and agreements herein set forth, the Company agrees to issue and sell to the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase at a price of $6.00 $[·] per share (which gives effect to a [·]% underwriting discount), the number of Firm Securities set forth opposite such Underwriter's name in Schedule I attached hereto, subject to adjustment in accordance with Secti...on 8 hereof. hereto. Each Underwriter agrees, severally and not jointly, to offer the Firm Securities to the public as set forth in the Prospectus. (b) The Company hereby grants to the Representatives and their designees Underwriters an option to purchase from the Company Company, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities, all or any portion of the Optional Securities for a period of thirty (30) days from the date hereof of the Prospectus at the purchase price per share set forth in Section 3(a) hereof less above, provided, however, that the amount paid by the Underwriters for any Optional Securities shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on each share of the Firm Securities but not payable on any of the such Optional Securities. Optional Securities shall be purchased from the Company Company, severally and not jointly, for the accounts of the several Underwriters in proportion to the number of Firm Securities set forth opposite such Underwriter's name in Schedule I hereto, except that the respective purchase obligations of each Underwriter shall be adjusted by the Representatives Representative so that no Underwriter shall be obligated to purchase fractional Optional Securities. No Optional Securities shall be sold and delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. View More
