In addition, in the event that any or all of the Option Securities are purchased by the Underwriters, payment of the purchase price for, and delivery of certificates for or book-entry credits representing, such Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Representatives and the Company, on each Date of Delivery as specified in the notice from the Representatives to the Company.
The Company solely determined, without any direct or 2 indirect participation by the Underwriters, the Invitees who will purchase Reserved Securities including the amount to be purchased by such persons sold by the Underwriters.
Representations and Warranties of the Company. Covenants of the Company. Any certificate signed by any officer of the Transaction Entities or any of their subsidiaries delivered to the Representatives or to counsel for the Underwriters shall be deemed a representation and warranty by the Transaction Entities to each Underwriter as to the matters covered thereby.
The Company will furnish to each Underwriter, without charge, during the period when a prospectus relating to the Securities is or, but for the exception afforded by Rulewould be required form underwriting agreement projections be delivered under the Act, such number of copies of the Prospectus as amended or supplemented as such Underwriter may reasonably request.
Additionally, to the extent any portion of such overallotment option is exercised subsequent to the Closing Date, the Company will contribute the proceeds from the sale of the Option Securities to the Operating Partnership in form underwriting agreement projections for a number of Common Units equal to the number of Option Securities issued.
Agreements to Sell and Purchase.
Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in form underwriting agreement projections preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5.
In the case of any such separate firm for the Company, and such directors, officers and control persons of the Company, such firm shall be designated in writing by the Company. Each Underwriter severally covenants with the Company not to take any action that would result in the Company being required to file with the Commission under Rule d a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule d under the Securities Act or that was prepared by or on behalf of or used or referred to by the Company complies or will at the time of such filing comply in all material respects with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Payment for the Firm Shares to be sold by each Seller shall be made to such Seller in Federal or other funds immediately available in New York City against delivery of such Firm Shares for the respective accounts of the several Underwriters at approximately The respective purchase obligations of the Underwriters with respect to the Firm Stock shall be rounded among the Underwriters to avoid fractional shares, as the Representatives may determine.
New York City time on the first business day after the date of this Agreement, such Reserved Securities may be offered to the public as part of the public offering contemplated hereby.
Any statistical and market-related data included in the General Disclosure Package or the Prospectus are based on or derived from sources that the Company believes to be reliable and accurate in all material respects and, to the extent required, the Company has obtained the written consent to the use of such data from such sources.
Except form underwriting agreement projections the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus.
The Company represents, warrants and agrees that: The Common Stock conforms in all material respects to all statements relating thereto contained in the General Disclosure Package and the Prospectus and such description conforms in all material respects to the rights set forth in the instruments defining the same; and no holder of the Securities will be subject to personal liability by reason of being such a holder.
The issuance and sale by the Operating Partnership of the Common Units in connection with the Formation Transactions are exempt from the registration requirements of the Act and applicable state securities, real estate syndication and blue sky laws.
The terms of the Common Units conform in all material respects to statements and descriptions related thereto contained in each of the General Disclosure Package and the Prospectus. Except as otherwise disclosed in the General Disclosure Package and the Prospectus, all of the issued and outstanding capital stock or equity interests of each Subsidiary has been duly authorized and validly issued, is fully paid and non-assessable and is owned by the Company, directly or through subsidiaries, free and clear of any material security interest, mortgage, pledge, lien, encumbrance, claim or equity.
Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such shares are to be purchased. The Sellers are advised by you that the Underwriters propose to make a public offering of their respective portions of the Shares as soon after the Registration Statement and this Agreement have become effective as in your judgment is advisable.
Any free writing prospectus that the Company is required to file pursuant to Rule d under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder.
Such Holders, however, shall agree to such covenants and indemnification and contribution obligations for selling stockholders as are customarily contained in agreements of that type used by the managing underwriter.
All or None Agreement With an all or none underwriting, the issuer has determined that it must receive the proceeds from the sale of all of the securities.
No tax deficiency has been asserted in writing against the Company or any subsidiary, nor does any such entity know of any tax deficiency that is likely to be asserted and, if determined adversely to any such entity, would reasonably be expected to have a Material Adverse Effect.
The lower the demand for an issue, the greater likelihood that it will be done on a best efforts basis. The Transaction Entities understand that the Underwriters propose to make a public offering of the Securities as soon as the Representatives deem advisable after this Agreement has been executed and delivered.
You may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice not later than 30 days after the date of this Agreement.
All material United States federal income tax returns of the Company and its subsidiaries required by law to be filed have been filed in a timely manner, and all such tax returns are correct and complete in all material respects and all taxes shown by such returns or otherwise due and payable have been paid, except taxes and assessments against which appeals have been or will be promptly taken and as to which adequate reserves have been provided.
All standby underwritings are done on a firm commitment basis. Representations, Warranties and Agreements of the Selling Stockholders.
Except for grants which are subject to consummation of the offering or are otherwise disclosed in the General Disclosure Package and the Prospectus, the Company has not granted to any person or entity, a stock option or other equity-based award to purchase Common Stock, pursuant to an equity-based compensation plan or otherwise.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
This Agreement has been duly authorized, executed and delivered by each of the Transaction Entities. The accountants who certified the financial statements and supporting schedules included in the Registration Statement are independent public accountants with respect to the Company as required by the Act, the Act Regulations and the Public Accounting Oversight Board.
There are no contracts or documents that are required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or to be filed as exhibits to the Registration Statement that have not been so described or filed as required.Underwriting ultimedescente.com Company shall enter into an underwriting agreement with the managing underwriter(s), if any, selected by any Holders whose Registrable Securities are being registered pursuant to this Section 5, which managing underwriter shall be reasonably acceptable to the Company.
The Hartford has signed a definitive agreement to acquire all outstanding common shares of The Navigators Group, Inc. (NASDAQ:NAVG), a global specialt. An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.
For purposes of this Agreement, the only information so furnished shall be the information in the first paragraph under the heading Underwriting Commissions and Discounts, the information in the second, third and fourth paragraphs under the heading Underwriting Price Stabilization, Short Positions and Penalty Bids in the Prospectus and the.
This underwriting agreement (this “Agreement”) shall confirm the agreement concerning the purchase of the Stock from the Company and the Selling Stockholders by the Underwriters. SECTION 1. Representations, Warranties and Agreements of the Company.
General underwriting forms (These forms apply to all states. Check below for state-specific forms.) ACORD FCCPAP Form Effective 01/01/ Note: Florida Election applications must be electronically completed and submitted via the Florida Department of Financial Services website.Download