Purchase Sale and Delivery of Offered Securities Clause Example with 276 Variations from Business Contracts
This page contains Purchase Sale and Delivery of Offered Securities 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 Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed by the R...epresentatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., New York time, on December 21, 2016, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Company and the Representatives, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.View More
Variations of a "Purchase Sale and Delivery of Offered Securities" Clause from Business Contracts
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $24.2125 per share, share (the "Purchase Price"), the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in S...chedule A hereto. The Company will deliver Delivery of and payment for the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, shall be made at the office of Cravath, Swaine & Moore Hunton Andrews Kurth LLP, 825 Eighth Avenue, New York, NY 10019, 600 Travis Street, Suite 4200, Houston, Texas 77002, beginning at 10:00 9:00 A.M., New York time, on December 21, 2016, August 13, 2018, or at such other time not later than seven full business days thereafter date or place as shall be agreed upon determined by agreement between the Company Representative and the Representatives, such Company. This date and time being herein are sometimes referred to herein as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Date". Delivery of the Firm Securities will shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase price of the Firm Securities being sold by the Company to or upon the order of the Company by wire transfer in immediately available funds to the account(s) specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Firm Securities through the facilities of the DTC The Depository Trust Company ("DTC") unless the Representatives Representative shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 thirty (30) days subsequent to the date of the Final Prospectus, this Agreement, the Underwriters may purchase all or less than all of the Optional Securities at the Purchase Price. Each Underwriter agrees, severally and not jointly, to purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares Securities (subject to such adjustments to eliminate fractional Optional Securities as the Representative may determine) that bears the same proportion to the total number of Optional Securities to be sold by on such Optional Closing Date as the Company as number of Firm Securities set forth on Schedule A hereto opposite the name of such Underwriter bears to which the Underwriters are exercising total number of Firm Securities. No Optional Securities shall be sold or delivered unless the option Firm Securities previously have been, or simultaneously are, sold and (ii) the time, date and place at which the Optional Shares will be delivered (each delivered. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) Date (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities Date"), shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each Optional Closing Date shall 12 be determined by the Representatives Representative, but shall be not later than five (5) full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, at the above office of Cravath, Swaine & Moore LLP. Delivery of the Optional Securities will shall be made to the Representative for the account of each Underwriter against payment by the several Underwriters through the Representative of the respective aggregate purchase price of the Optional Securities being sold by the Company to or upon the order of the Company by wire transfer in immediately available funds to the account(s) specified by the Company. Time shall be of the essence, and delivery at the time and place specified pursuant to this Agreement is a further condition of the obligation of each Underwriter hereunder. The Company shall deliver the Optional Securities through the facilities of the DTC unless the Representatives Representative shall otherwise instruct. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $6.39 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as ins...tructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse drawn to the order of the Company, Company at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, New York, NY 10019, 811 Main Street, Suite 3700, Houston, Texas 77002 at 10:00 A.M., New York time, 9:00 am (Central time) on December 21, 2016, October 2, 2013, or at such other time not later than seven full business days thereafter as shall be agreed upon by Credit Suisse and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives shall otherwise instruct. In addition, upon written notice from the Representatives Representative given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Credit Suisse to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Credit Suisse to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Credit Suisse but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Credit Suisse for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Credit Suisse against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Credit Suisse drawn to the order of the Company, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery The delivery of the any Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. 10 4. Offering by Underwriters. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $24.2125 per share, the respective number of shares of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. 21 The Company will deliver the Firm Securities to or ...as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine Skadden, Arps, Slate, Meagher & Moore Flom LLP, 825 Eighth Avenue, New York, NY 10019, at 10:00 A.M., a.m., New York time, on December 21, 2016, August 16, 2017, or at such other time not later than seven three full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Skadden, Arps, Slate, Meagher & Flom LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the above office of Cravath, Swaine Skadden, Arps, Slate, Meagher & Moore Flom LLP. Delivery of the The Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Skadden, Arps, Slate, Meagher & Flom LLP at a reasonable time in advance of such Optional Closing Date. 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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 per share, Company the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. hereto at a p...urchase price of $88.80 per share (except that with respect to the aggregate of 2,648,648 of Firm Securities to be purchased by the several Underwriters from the Company hereunder for sale as part of the offering to HRG Group, Inc., the purchase price per share shall be $92.50). The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account of the Company at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, Representatives at the office of Cravath, Swaine Davis Polk & Moore Wardwell LLP, 825 Eighth 450 Lexington Avenue, New York, NY 10019, 10017, at 10:00 A.M., New York time, on December 21, 2016, May 20, 2015, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Securities Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Davis Polk & Wardwell LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) Securities (except that with respect to the aggregate number of 397,297 of Optional Shares Securities to be sold purchased by the several Underwriters from the Company hereunder for sale as part of the offering to which HRG Group, Inc., the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will purchase price per share shall be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). $92.50). The Company agrees to sell to the Underwriters the number of shares of Optional 10 Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. notice. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) drawn to the order of the Company, Representatives at the above office of Cravath, Swaine Davis Polk & Moore Wardwell LLP. Delivery of The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Davis Polk & Wardwell LLP at a reasonable time in advance of such Optional Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $4.7125 per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. The Company will deliver the Firm Securitie...s to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Organogenesis Holdings Inc. at the office of Cravath, Swaine Ropes & Moore Gray LLP, 825 Eighth Avenue, New York, NY 10019, 800 Boylston Street, Boston, MA, 02199-3600, at 10:00 A.M., New York time, on December 21, 2016, November 26, 2019, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Ropes & Gray LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the a purchase price of $4.7125 per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). share. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. 16 Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Organogenesis Holdings Inc., at the above office of Cravath, Swaine Ropes & Moore Gray LLP. Delivery of The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Ropes & Gray LLP at a reasonable time in advance of such Optional Closing Date. 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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, Underwriter, and each of the Underwriters agrees, severally and not jointly, Underwriter agrees to purchase from the Company, at a purchase price of $20.96250 $44.89 per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters Underwriter in Schedule A hereto. hereto under the ...caption "Number of Firm Securities to be Purchased". The Company will deliver the Firm Securities to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter in a form reasonably acceptable to the Representatives Underwriter, against payment of the purchase price for such Firm Securities by the Underwriters Underwriter in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representatives) Underwriter) drawn to the order of the Company, at the office of Cravath, Swaine Latham & Moore Watkins LLP, 825 Eighth Avenue, 1271 Avenue of the Americas, New York, NY 10019, New York at 10:00 9:30 A.M., New York time, on December 21, 2016, 2, 2022, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Underwriter and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Latham & Watkins LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives Underwriter given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters Underwriter may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Shares Securities to be sold by the Company as to which the Underwriters are Underwriter is exercising the option and (ii) the time, date and place at which the Optional Shares Securities will be delivered (each time for the delivery of and payment for the Optional Securities, Securities being herein referred to as an "Optional Closing Date", Date," which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters Underwriter the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, Underwriter agrees to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each the Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such the Underwriter's name bears to the total number of shares of Firm Securities on Schedule A hereto (subject to adjustment by the Representatives Underwriter to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Underwriter to the Company. Each Optional Closing Date shall be determined by the Representatives Underwriter but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters Underwriter on each Optional Closing Date to or as instructed by the Representatives Underwriter for the accounts account of the several Underwriters Underwriter, in a form reasonably acceptable to the Representatives Underwriter against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and reasonably acceptable to the Representatives) Underwriter drawn to the order of the Company, at the above office of Cravath, Swaine Latham & Moore Watkins LLP. Delivery of The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Latham & Watkins LLP at a reasonable time in advance of such Optional Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $[•] per share, the respective number of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto. 15 The Company will deliver the Firm Securitie...s to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Organogenesis Holdings Inc. at the office of Cravath, Swaine Ropes & Moore Gray LLP, 825 Eighth Avenue, New York, NY 10019, 800 Boylston Street, Boston, MA, 02199-3600, at 10:00 A.M., New York time, on December 21, 2016, [•], 2020, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities above office of Ropes & Gray LLP at least 24 hours prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at a purchase price of $[•] per share; provided, however, that the purchase price paid by the Underwriters for any Optional Securities shall be reduced by an amount per Security share equal to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold any dividends declared by the Company as to which and payable on the Underwriters are exercising the option and (ii) the time, date and place at which the Firm Securities but not payable on such Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Organogenesis Holdings Inc., at the above office of Cravath, Swaine Ropes & Moore Gray LLP. Delivery of The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities above office of the DTC unless the Representatives shall otherwise instruct. Ropes & Gray LLP at a reasonable time in advance of such Optional Closing Date. 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Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $[●] per share, the respective number of Firm Securities set forth below the caption "Company" and opposite the names name of the Underwriters such Underwriter in Sch...edule A hereto. 11 The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, at the office of Cravath, Swaine Cahill Gordon & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Reindel LLP , at 10:00 9:00 A.M., New York time, on December 21, 2016, [●], 2018, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Securities Exchange Act, Act of 1934, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the The Firm Securities so to be delivered or evidence of their issuance will be made through available for checking at the facilities office of Cahill Gordon & Reindel LLP at least one Business Day prior to the DTC unless the Representatives shall otherwise instruct. First Closing Date. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased from the Company for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. given other than in the case of Optional Securities to be delivered on the First Closing Date, which may be delivered on the day prior to the First Closing Date. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters Underwriters, in a form reasonably acceptable to the Representatives against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, at the above office of Cravath, Swaine Cahill Gordon & Moore Reindel LLP. Delivery of The certificates for the Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities office of the DTC unless the Representatives shall otherwise instruct. Cahill Gordon & Reindel LLP at a reasonable time in advance of such Optional Closing Date. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, each Underwriter, and each of the Underwriters Underwriter agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $[ ] per share, the respective number numbers of shares of Firm Securities set forth opposite the names name of the Underwriters such Underwriter in Schedule A hereto.... The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price for such Firm Securities by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representatives drawn to the order of the Company, Company at the office of Cravath, Swaine & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Baker Botts L.L.P, 910 Louisiana Street, Houston, Texas 77002, at 10:00 9:00 A.M., New York time, on December 21, 2016, [ ], 2017 or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representatives and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." Date". For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. offering contemplated by this Agreement. Delivery of the Firm Securities will be made through the facilities of the DTC Depositary Trust Company (the "DTC") unless the Representatives shall otherwise instruct. instruct and evidence of their issuance will be made available to the Representatives. In addition, upon written notice from the Representatives given to the Company Selling Stockholders from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares to be sold by the Company as to which the Underwriters are exercising the option The Selling Stockholders agree, severally and (ii) the time, date and place at which the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). The Company agrees not jointly, to sell to the Underwriters the respective numbers of Optional Securities obtained by multiplying the number of shares of Optional Securities specified in such notice by a fraction the numerator of which is [ ], the number of shares set forth opposite the names of such Selling Stockholders in Schedule B hereto under the caption "Number of Optional Securities to be Sold" and the Underwriters agree, severally and not jointly, denominator of which is the total number of Optional Securities (subject to purchase such Optional Securities. adjustment by the Representatives in its 20 discretion to eliminate fractions). Such Optional Securities shall be purchased from each Selling Stockholder for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives in its discretion to eliminate fractions) and may be purchased by the Underwriters only for the purpose purposes of covering 13 over-allotments made in connection with the sale of the Firm Securities. No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional Securities or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Selling Stockholders. Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company Each Selling Stockholder will deliver the Optional Securities being purchased by the Underwriters from it on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representatives, against payment of the purchase price for such Optional Securities by the Underwriters therefore in Federal (same day) funds by wire transfer to an account at a bank specified by the Company such Selling Stockholder (and acceptable to the Representatives) drawn to the order of the Company, Representatives), at the above office of Cravath, Swaine & Moore LLP. Baker Botts L.L.P. Delivery of the Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. instruct and evidence of their issuance will be made available to the Representatives. View More
Purchase Sale and Delivery of Offered Securities. On the basis of the representations, warranties and agreements and subject to the terms and conditions set forth herein, the Company agrees to sell to the several Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at a purchase price of $20.96250 $24.2125 per share, the respective number of Firm Securities set forth opposite the names of the Underwriters in Schedule A hereto. The Company will deliver the Firm Securities to or as instructed... by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price by the Underwriters in Federal (same day) funds by a wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the office of Cravath, Swaine Ropes & Moore LLP, 825 Eighth Avenue, New York, NY 10019, Gray LLP (unless another place shall be agreed upon by the Representative and the Company), at 10:00 A.M., 9:00 a.m., New York time, on December 21, 2016, February 6, 2023, or at such other time not later than seven full business days thereafter as shall be agreed upon by the Representative and the Company and the Representatives, determine, such time being herein referred to as the "First Closing Date." For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery Certificates representing any certificated Firm Securities so to be delivered or evidence of their issuance will be made available for checking at the above office of Ropes & Gray LLP at least 24 hours prior to the First Closing Date. In addition, solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct. In addition, Securities, upon written notice from the Representatives Representative given to the Company from time to time (but on not more than two separate occasions) not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security share to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of Optional Shares Securities, less an amount per share equal to be sold any dividends or distributions declared by the Company as to which and payable on the Underwriters are exercising the option and (ii) the time, date and place at which Firm Securities but not payable on the Optional Shares will be delivered (each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date", which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a "Closing Date"). Securities. The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of shares of Firm Securities set forth opposite such Underwriter's name in Schedule A hereto bears to the total number of shares of Firm Securities (subject to adjustment by the Representatives Representative to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering 13 over-allotments made in connection with the sale of the Firm Securities. fractions). No Optional Securities shall be sold or delivered unless the Firm Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Optional 14 Securities or any portion thereof may be exercised from time to time on not more than two occasions and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives Representative to the Company. Each Company.Each time for the delivery of and payment for the Optional Securities, being herein referred to as an "Optional Closing Date," which may be the First Closing Date (the First Closing Date and each Optional Closing Date Date, if any, being sometimes referred to as a "Closing Date"), shall be determined by the Representatives Representative but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased by the Underwriters on each Optional Closing Date to or as instructed by the Representatives Representative for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives Representative against payment of the purchase price for such Optional Securities by the Underwriters therefor in Federal (same day) funds by wire transfer to an account at a bank specified by the Company (and acceptable to the Representatives) Representative drawn to the order of the Company, Company at the above office of Cravath, Swaine Ropes & Moore LLP. Delivery of Gray LLP (unless another place shall be agreed upon by the Representative and the Company). Certificates representing any certificated Optional Securities being purchased on each Optional Closing Date or evidence of their issuance will be made through available for checking at the facilities office of Ropes & Gray LLP at a reasonable time in advance of such Optional Closing Date.4.Offering by Underwriters. It is understood that the DTC unless several Underwriters propose to offer the Representatives shall otherwise instruct. Offered Securities for sale to the public as set forth in the Final Prospectus. View More
