Sale and Purchase Clause Example with 138 Variations from Business Contracts
This page contains Sale and Purchase clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Compan...y is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties 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 Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Variations of a "Sale and Purchase" Clause from Business Contracts
Sale and Purchase. Upon the basis of the representations and warranties and subject Subject to the terms and conditions herein set forth, (i) the Company agrees to issue and sell to each of the respective Underwriters Underwriters, and each of the Underwriters, Underwriters agrees, severally and not jointly, agrees to purchase from the Company Company, at a purchase price per share of $24.454625 (the "Purchase Price"), the number of Firm Shares determined by multiplying the aggregate number of Firm Shares to be so...ld by the Company hereunder by a fraction, the numerator of which is the aggregate number of Firm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price I hereto and the denominator of $[ ● ] per Share. The Company which is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties 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 aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company hereunder and (i) in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to sell to each of them, all or a portion the Underwriters, and each of the Additional Underwriters agrees, severally and not jointly, to purchase from the Company, at the Purchase Price, the number of Option Shares (to be adjusted by the Representative so as to eliminate fractional shares) determined by multiplying the number of Option Shares as may be necessary to cover over-allotments made which such election shall have been exercised by the fraction set forth in connection with clause (a) above.The Company hereby grants to the offering of Underwriters the Firm right to purchase at their election up to an additional 250,000 Option Shares, at the same purchase price per Share Purchase Price. The Underwriters may exercise their option to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment acquire Option may be exercised by the Representatives on behalf of the several Underwriters at any time and Shares in whole or in part from time to time on or before only by written notice from B. Riley FBR to the thirtieth day following Company, given within a period of thirty (30) calendar days after the date of the Prospectus, by written notice to the Company. Such notice shall set this Agreement and setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised be purchased and the date and time when the Additional on which such Option Shares are to be delivered (any delivered, as determined by B. Riley FBR but in no event earlier than the Closing Date or, unless B. Riley FBR and the Company otherwise agree in writing, earlier than one or later than five (5) business days after the date of such date notice. It is understood that the several Underwriters propose to offer the Firm Shares for sale to the public upon the terms and conditions set forth in the Prospectus. If settlement is delayed (including if the underwriters' option to purchase additional shares is exercised and settled after such date), the public offering price (and the "Purchase Price") for such shares will be increased for accrued dividends from January 26, 2018 until the actual settlement date.3. Payment and Delivery. The Company will deliver the Firm Shares to B. Riley FBR through the facilities of The Depository Trust Company ("DTC") for the accounts of the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the order of the Company at the offices of Sidley Austin LLP, 1000 Louisiana Street Suite 6000, Houston, Texas 77002, at 10:00 A.M., New York time, on January 26, 2018, or at such other time not later than seven (7) full business days thereafter as B. Riley FBR and the Company may determine, such time being herein referred to as an "additional time the "Closing Date." For purposes of purchase"); provided, however, that no additional time of purchase shall be earlier than Rule 15c6-1 under the "time of purchase" (as defined below) nor earlier than Exchange Act, the second business day after the date on which the Over-Allotment Option shall have been exercised nor Closing Date (if later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter otherwise applicable settlement date) shall be the number settlement date for payment of funds and delivery of securities for all the Firm Shares. Each time for the delivery of and payment for the Option Shares, being herein referred to as an "Option Closing Date," which bears may be the same proportion to Closing Date, shall be determined by B. Riley FBR and the aggregate number of Additional Company as provided above. The Company will deliver the Option Shares being purchased as on each Option Closing Date to B. Riley FBR through the number facilities of Firm Shares set forth opposite DTC for the name accounts of such Underwriter on Schedule A hereto bears the Underwriters, against payment of the purchase price therefor in Federal (same day) funds by wire transfer drawn to the total number order of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Company at the above office of Sidley Austin LLP, at 9:00 A.M., New York time on the applicable Option Closing Date. View More
Sale and Purchase. (a) Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, each of the Company Selling Unitholders agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Underwriter the number of Firm Shares Units set forth opposite the name of such Underwriter Selling Unitholder in Schedule A attached II hereto, subject and the Underwriter agrees to adjustment in... accordance with Section 8 hereof, purchase from the Selling Unitholders the Firm Units, in each case at a purchase price of $[ ● ] $54.53 per Share. Common Unit. The Company is Partnership and the Selling Unitholders are advised by you that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. (b) In addition, the Company Selling Unitholders hereby grants grant to the several Underwriters Underwriter the option (the "Over-Allotment Option") "Option to purchase, Purchase Additional Units") to purchase from each of the Selling Unitholders up to the number of Additional Units set forth opposite the name of such Selling Unitholder in Schedule II hereto, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Selling Unitholders, all or a portion of the Additional Shares as may Units. The purchase price of each Additional Unit shall be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters Underwriter for each Firm Unit; provided, however, that the amount paid by the Underwriter for any Additional Units shall be reduced by an amount per unit equal to any distributions declared by the Partnership and payable to the Company for Selling Unitholders on the Firm Shares. Units but not payable on such Additional Units. The Over-Allotment Option to Purchase Additional Units may be exercised by the Representatives on behalf of the several Underwriters Underwriter, in whole or in part at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus (the "Option Period"), by written notice to the Company. Selling Unitholders. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option to Purchase Additional Units is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); "Option Delivery Date"); provided, however, that no additional time of purchase Option Delivery Date shall be earlier than the "time of purchase" Initial Delivery Date (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option to Purchase Additional Units shall have been exercised (unless the subject Additional Units are to be purchased on the Initial Delivery Date) nor later than the tenth fifth business day after the date on which the Over-Allotment Option to Purchase Additional Units shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof.View More
Sale and Purchase. (a) Initial Shares. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters Underwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof..., in each case Company, at a purchase price per share of $[ ● ] per Share. The Company is advised by you that $10.5503, the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Initial Shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the Underwriters shall have purchase price per share set forth in paragraph (a), less an amount per share equal to any dividends or distributions declared by the right Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to purchase, severally and not jointly, the Underwriter to purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, all or a portion any part of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm 3 Option Shares. The Over-Allotment Option option hereby granted will expire thirty (30) days after the date hereof and may be exercised by the Representatives on behalf of the several Underwriters at any time and in whole or in part from time to time on or before upon notice by the thirtieth day following the date of the Prospectus, by written notice Underwriter to the Company. Such notice shall set Company setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option Underwriter is being exercised then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time when the Additional Shares are to be delivered (any such and date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase delivery shall be earlier determined by the Underwriter, but shall not be later than the "time of purchase" (as defined below) nor earlier than the second five (5) full business day days after the date on which the Over-Allotment Option shall have been exercised exercise of such option, nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion in any event prior to the aggregate number of Additional Shares being purchased Closing Time, as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. hereinafter defined. View More
Sale and Purchase. (a) Initial Shares. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, (i) the Company agrees to issue and sell to the respective Underwriters the Company Initial Shares and each of the Underwriters, Underwriter agrees, severally and not jointly, agrees to purchase from the Company the that number of Firm Company Initial Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to... adjustment in accordance with Section 8 hereof, in I hereto under the heading "Number of Company Initial Shares To Be Purchased," and (ii) each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after Forward Seller (as agent for the effective date of Forward Counterparty, with respect to the Registration Statement as in your judgment is advisable Borrowed Initial Shares) and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants (with respect to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, any Company Top-Up Initial Shares), severally and not jointly, agrees to sell to the Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, ratably in accordance Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Initial Shares) and the Company (with respect to any Company Top-Up Initial Shares) that number of Firm Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Initial Shares set forth opposite the name of such Underwriter in Schedule I hereto under the heading "Number of Borrowed Initial Shares To Be Purchased" plus, in each case, any additional number of Initial Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof, subject in each case, to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares, in each case, at the purchase price per share of Common Stock of $24.303125. (b) Option Shares. In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, each of the Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Option Shares) and the Company (with respect to the Company Top-Up Option Shares) hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Forward Seller (as agent for the Forward Counterparty, with respect to the Borrowed Option Shares) and the Company (with respect to the Company Top-Up Option Shares) all or any part of the 3 Option Shares, plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the provisions of Section 8 hereof, at the purchase price per share set forth in paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Forward Counterparty, the Forward Seller and the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than five business days after the exercise of such option, nor in any event prior to the Closing Time (as defined below). The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares then being purchased as the number of Initial Shares set forth in Schedule A hereto I opposite the name of such Underwriter bears to the total number of Firm Shares (subject, Initial Shares, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject shares. (c) If (i) any of the conditions to adjustment effectiveness of the Forward Sale Agreement set forth therein have not been satisfied (A) with respect to the Initial Shares, at the Closing Time and (B) with respect to the Option Shares, at the Date of Delivery; (ii) the Company has not performed all of the obligations required to be performed by it under this Agreement on or prior to (A) with respect to the Initial Shares, the Closing Time and (B) with respect to the Option Shares, the Date of Delivery; or (iii) any of the conditions set forth in accordance Section 6 hereof have not been satisfied on or prior to (A) with Section 8 hereof. respect to the Initial Shares, the Closing Time and (B) with respect to the Option Shares, the Date of Delivery; (clauses (i) through (iii), together, the "Conditions"), the Forward Counterparty, in its sole discretion, may elect not to borrow, and may cause the Forward Seller (as agent for the Forward Counterparty), not to deliver for sale to the Underwriters the Borrowed Initial Shares or the Borrowed Option Shares, as applicable, deliverable by the Forward Seller (as agent for the Forward Counterparty) hereunder. 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Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, acting severally and not jointly, agrees agree to purchase from the Company the number of Firm Shares in the respective amounts set forth opposite the name of such Underwriter in on Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case hereto at... a purchase price of $[ ● ] $24.2125 per Share. The Company is advised by you the Representatives that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon as the Representatives deem advisable after the effective date of the Registration Statement as in your judgment is advisable this Agreement has been executed and delivered and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You The Representatives may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties 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 Shares to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. determine. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters Underwriter, and each of the Underwriters, severally and not jointly, Underwriter agrees to purchase from the Company Partnership the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, Units, in each ...case at a purchase price of $[ ● ] $37.3065 per Share. Unit. The Company Partnership is advised by you the Underwriter that the Underwriters intend Underwriter intends (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriter's judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You The Underwriter may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company Partnership hereby grants to the several Underwriters Underwriter the option (the "Over-Allotment Option") "Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Underwriter shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Partnership, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share Common Unit to be paid by the Underwriters Underwriter to the Company Partnership for the Firm Shares. Units, provided, however, that the amount paid by the Underwriter for any Additional Units shall be reduced by an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters Underwriter at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. 4 2. Payment and Delivery. Payment of the purchase price for the Firm Units shall be made to the Partnership to the account specified by the Partnership by Federal Funds wire transfer against delivery of the Firm Units to the Underwriter through the facilities of The number Depository Trust Company ("DTC") for the account of Additional Shares the Underwriter. Such payment and delivery shall be made at 10:00 a.m., New York City time, on July 27, 2016 (unless another time shall be agreed to by the Underwriter and the Partnership). The time at which such payment and delivery are to be sold made is hereinafter sometimes called the "time of purchase." Electronic transfer of the Firm Units shall be made to each the Underwriter at the time of purchase in such names and in such denominations as the Underwriter shall specify. Payment of the purchase price for the Additional Units shall be made at the number which bears additional time of purchase in the same proportion manner and at the same office as the payment for the Firm Units. Electronic transfer of the Additional Units shall be made to the aggregate number Underwriter at the additional time of Additional Shares being purchased purchase in such names and in such denominations as the number Underwriter shall specify. Deliveries of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears documents described in Section 6 hereof with respect to the total number purchase of the Units shall be made at the offices of Akin Gump Strauss Hauer & Feld LLP, at 1111 Louisiana Street, 44th Floor, Houston, Texas, at 10:00 a.m., New York City time, on the date of the closing of the purchase of the Firm Shares (subject, in each case, to such adjustment Units or the Additional Units, as the Representatives case may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. be. View More
Sale and Purchase. Upon Each Selling Stockholder hereby agrees to sell to the Purchaser the number of Firm Shares set forth opposite such Selling Stockholder's name in Schedule I hereto, and the Purchaser, upon the basis of the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees to purchase from such Seller at $8.30 a share (the "Purchase Price") the number of Firm Shares to be sold by such Selling Stockholder as the number of Firm Shares set forth in Schedule ...I hereto. In addition, the Selling Stockholders hereby grant to the Purchaser the option to purchase, and upon the basis of the representations, warranties and agreements contained herein and subject to the terms and conditions herein set forth, the Company agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the number of Firm Shares set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters Purchaser shall have the right to purchase, severally and not jointly, purchase from the Company, ratably in accordance with the number of Firm Shares to be purchased by each of them, Selling Stockholder, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, at the same purchase price per Share to be paid by the Underwriters to the Company Purchase Price for the Firm Shares. The Over-Allotment Option This option may be exercised by the Representatives on behalf of the several Underwriters at Purchaser any time and from time to time on or before the thirtieth (30th) day following the date of the Prospectus, hereof, by written notice to the Company. Such Selling Stockholders and the Company, which notice may be electronic ("Additional Shares Notice"). The Additional Shares Notice shall set forth the aggregate number of Additional Shares as to which the Over-Allotment Option option is being exercised exercised, and the date and time when the Additional Shares are to be delivered (any such (such date and time being herein referred to as an "additional time the "Additional Time of purchase"); Purchase"); provided, however, that no additional time the Additional Time of purchase Purchase shall not be earlier than the "time Time of purchase" Purchase (as defined below) nor earlier than the second (2nd) business day after the date on which the Over-Allotment Option option for Additional Shares shall have been exercised nor later than the tenth (10th) business day after the date on which the Over-Allotment Option option shall have been exercised. The As of the Additional Time of Purchase, the Selling Stockholders will sell to the Purchaser, and the Purchaser will purchase, the number of Additional Shares to be sold to each Underwriter shall be set forth in the number which bears the same proportion to the aggregate number of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, in each case, to such adjustment as the Representatives may determine to eliminate fractional shares), subject to adjustment in accordance with Section 8 hereof. Notice. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Company Partnership agrees to issue and sell to the respective Underwriters Underwriters, and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Partnership, the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, hereto, in each cas...e at a purchase price of $[ ● ] $30.65 per Share. Unit. The Company Partnership is advised by you the Underwriters that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares Units as soon after the effective date effectiveness of the Registration Statement this Agreement as in your the Underwriters' judgment is advisable and (ii) initially to offer the Firm Shares Units upon the terms set forth in the Prospectus. You The Underwriters may from time to time increase or decrease the public offering price after the initial public offering to such extent as you they may determine. In addition, the Company Partnership hereby grants to the several Underwriters the option (the "Over-Allotment Option") "Option") to purchase, and upon the basis of the representations and warranties 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, Partnership, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units, at the same purchase price per Share Common Unit to be paid by the Underwriters to the Company Partnership for the Firm Shares. Units, provided, however, that the amount paid by the Underwriters for any Additional Units shall be reduced by an amount per unit equal to any distribution declared by the Partnership and payable on the Firm Units but not payable on such Additional Units. The Over-Allotment Option may be exercised by the Representatives Wells Fargo on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, Prospectus Supplement, by written notice to the Company. Partnership. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time of purchase" (as defined below) nor earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number of Additional Shares Units to be sold to each Underwriter shall be the number which bears the same proportion to the aggregate number of Additional Shares Units being purchased as the number of Firm Shares Units set forth opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares Units (subject, in each case, to such adjustment as the Representatives Underwriters may determine to eliminate fractional shares), units), subject to adjustment in accordance with Section 8 hereof. 4 2. Payment and Delivery. Payment of the purchase price for the Firm Units shall be made to the Partnership to the account specified by the Partnership by Federal Funds wire transfer against delivery of the Firm Units to Wells Fargo through the 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 24, 2017 (unless another time shall be agreed to by the Underwriters and the Partnership or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are to be made is hereinafter sometimes called the "time of purchase." Electronic transfer of the Firm Units shall be made to Wells Fargo at the time of purchase in such names and in such denominations as Wells Fargo shall specify. Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner and at the same office as the payment for the Firm Units. Electronic transfer of the Additional Units shall be made to Wells Fargo at the additional time of purchase in such names and in such denominations as Wells Fargo shall specify. Deliveries of the documents described in Section 6 hereof with respect to the purchase of the Units shall be made at the offices of Akin Gump Strauss Hauer & Feld LLP, at 1111 Louisiana Street, 44th Floor, Houston, Texas, at 10:00 a.m., New York City time, on the date of the closing of the purchase of the Firm Units or the Additional Units, as the case may be. View More
Sale and Purchase. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, forth herein, the Company Selling Unitholder agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company Selling Unitholder, the number of Firm Shares Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 10 hereof, in... each case at a purchase price of $[ ● ] $58.311 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. Unit. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, forth herein, in the event that the Underwriters shall have sell more Common Units in the right Offering than the number of Firm Units, the Selling Unitholder hereby grants to the several Underwriters the option (the "Option") to purchase, severally and not jointly, from the Company, Selling Unitholder, ratably in accordance with the number of Firm Shares Units to be purchased by each of them, subject to such adjustments as the Representatives may determine are necessary to eliminate fractional Units and subject to adjustment in accordance with Section 10 hereof, all or a portion of the Additional Shares as may be necessary to cover over-allotments made in connection with the offering of the Firm Shares, Units at the same purchase price per Share Unit to be paid by the Underwriters to the Company Selling Unitholder for the Firm Shares. Units. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Selling Unitholder. Such notice shall set forth the aggregate number of Additional Shares Units as to which the Over-Allotment Option is being exercised and the date and time when the Additional Shares Units are to be delivered (any such date and time being herein referred to herein as an "additional time of purchase"); provided, however, that no additional time of purchase shall be earlier than the "time time of purchase" purchase (as defined below) nor in Section 2 hereof) nor, if the additional time of purchase is after the time of purchase, earlier than the second business day after the date on which the Over-Allotment Option shall have been exercised nor later than the tenth business day after the date on which the Over-Allotment Option shall have been exercised. The number Payment and Delivery. Payment of Additional Shares to be sold to each Underwriter the purchase price for the Firm Units shall be the number which bears the same proportion made to the aggregate number Selling Unitholder by Federal Funds wire transfer against electronic delivery of Additional Shares being purchased as the number of Firm Shares set forth opposite the name of such Underwriter on Schedule A hereto bears Units in book-entry form to the total number Representatives through the facilities of Firm Shares (subject, in each case, The Depository Trust Company ("DTC") for the respective accounts of the Underwriters. Such payment and delivery shall be made at 9:00 A.M., Houston, Texas time, on July 7, 2014 (the "Closing Date") (unless another time shall be agreed to such adjustment as by the Representatives may determine to eliminate fractional shares), subject to adjustment and the Partnership or unless postponed in accordance with the provisions of Section 10 hereof). The time at which such payment and delivery are to be made is sometimes referred to herein as the "time of purchase." Delivery of the Firm Units shall be made in book-entry form through the DWAC Program of the facilities of DTC unless the Underwriters shall otherwise instruct. 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 the Underwriters. 2 Payment of the purchase price for the Additional Units shall be made at the additional time of purchase in the same manner as the payment for the Firm Units. If settlement for the Additional Units occurs after the Closing Date, the Selling Unitholder will deliver to the Underwriters on the settlement date for the Additional Units, and the obligation of the Underwriters to purchase the Additional Units shall be conditioned upon receipt of supplemental opinions, certificates and letters confirming as of such date the opinions, certificates and letters delivered on the Closing Date pursuant to Section 8 hereof. Delivery of the documents described in Section 8 hereof with respect to the purchase of the Firm Units and any purchase of Additional Units shall be made at the offices of Vinson & Elkins L.L.P., 1001 Fannin St., Suite 2500, Houston, Texas 77002, at 9:00 A.M., Houston, Texas time, on the Closing Date and the date of the closing of any purchase of Additional Units. View More
Sale and Purchase. Upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock of $13.395 with respect to 4,270,000 of the Initial Shares and $14.25 with respect to 730,000 of the Initial Shares, the Company agrees to issue and sell to the respective Underwriters the number of Initial Shares set forth in Schedule I opposite its name and each Selling Stockholder agrees to sell to the Underwriters ...the number of the Underwriters, Initial Shares set forth in Schedule I opposite such Selling Stockholder's name, and each Underwriter agrees, severally and not jointly, agrees to purchase from the Company and the Selling Stockholders the number of Firm Initial Shares set forth in Schedule II opposite the name such Underwriter's name, plus any additional number of Initial Shares which such Underwriter in Schedule A attached hereto, may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $[ ● ] per Share. The Company is advised by you that case, to such adjustments among the Underwriters intend (i) as the Representative in its sole discretion shall make to make a public offering eliminate any sales or purchases of their respective portions of the Firm Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Firm Shares upon the terms set forth in the Prospectus. You may from time to time increase or decrease the public offering price after the initial public offering to such extent as you may determine. fractional shares. (b) Option Shares. In addition, the Company hereby grants to the several Underwriters the option (the "Over-Allotment Option") to purchase, and upon the basis of the warranties and representations and warranties and subject to the other terms and conditions herein set forth, at the Underwriters shall have purchase price per share of Common Stock set forth in paragraph (a) above, the right Company and the Selling Stockholders hereby grant an option to purchase, the Underwriters, acting severally and not jointly, to purchase from the Company, ratably Company and the Selling Stockholders, all or any part of the Option Shares set forth in accordance with the Schedule I opposite such party's name, plus any additional number of Firm Option Shares in the same proportion which such Underwriter may become obligated to be purchased by each purchase pursuant to the provisions of them, all or a portion of Section 10 hereof. The option hereby granted will expire 30 days after the Additional Shares as date hereof and may be necessary exercised in whole or in part from time to cover time within such 30-day period only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares, at the same purchase price per Share to be paid Initial Shares upon notice by the Underwriters Representative to the Company for the Firm Shares. The Over-Allotment Option may be exercised by the Representatives on behalf of the several Underwriters at any time and from time to time on or before the thirtieth day following the date of the Prospectus, by written notice to the Company. Such notice shall set setting forth the aggregate number of Additional Option Shares as to which the Over-Allotment Option is being exercised several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time when the Additional Shares are to be delivered (any such and date and time being herein referred to as an "additional time of purchase"); provided, however, that no additional time of purchase delivery (an "Option Closing Time") shall be earlier determined by the Representative, but shall not be later than three full business days (or earlier, without the "time consent of purchase" (as defined below) nor earlier the Company, than the second two full business day days) after the date on which exercise of such option, nor in any event prior to the Over-Allotment Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option shall have been exercised nor later than Shares, the tenth business day after Company and the date on which the Over-Allotment Option shall have been exercised. The Selling Stockholders will sell that number of Additional Option Shares to then being purchased, with the understanding that if the option is only partially exercised then the Selling Stockholders' Shares shall be sold to before any of the Company's Shares, and each Underwriter shall be of the number which bears the same proportion to the aggregate number Underwriters, acting severally and not jointly, will purchase its proportionate share of Additional Shares being purchased as the number of Firm Option Shares then being purchased based on its proportionate share of the number of Initial Shares set forth in Schedule II -3- opposite the name of such Underwriter on Schedule A hereto bears to the total number of Firm Shares (subject, Underwriter, subject in each case, case to such adjustment adjustments among the Underwriters as the Representatives may determine in their sole discretion shall make to eliminate any sales or purchases of fractional shares), subject to adjustment in accordance with Section 8 hereof. shares. 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