Payment for the Firm Shares to be sold by the Sellers shall be made to each 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 Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company agrees to pay or cause to be paid all expenses incident to the performance of their obligations under this Agreement, including: Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you.
Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
Garvey and director of the Company to furnish to the Representatives, prior to the First Delivery Date, a letter or letters, substantially in the form of Exhibit A hereto.
Each Selling Stockholder agrees: 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.
The Company acknowledges that the Underwriters may engage in passive market making transactions in the Stock on the Nasdaq National Market in accordance with Regulation M under the Exchange Act. The standby underwriter will then resell the securities to the public. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be.
A the subject of any sanctions administered or enforced by the U. The Company and the Subsidiary have good and valid title to all personal property owned by them, in each case free and clear of all liens, encumbrances and defects, except such as are described in each of the Sale Preliminary Prospectus and the Prospectus or such as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiary, taken as a whole; and all assets held under lease by the Company and the Subsidiary are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and the Subsidiary.
The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict. Covenants of the Underwriters. Representations, Warranties and Agreements of the Selling Stockholders.
Except for 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.
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. Terms of Public Offering. Upon payment for and delivery of the Stock to be sold by the Company pursuant to this Agreement, the Underwriters will acquire good and valid title to such Stock, in each case free and clear of all liens, encumbrances, equities, preemptive rights, subscription rights, other rights to purchase, voting or transfer restrictions and other similar claims.
In rendering such opinion, such counsel may state that their opinion is limited to matters governed by the Federal laws of the United States of America, the laws of the State of California and the General Corporation Law of the State of Delaware.
Offering of Stock by the Underwriters. 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. The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders.This Underwriting Agreement made and executed this __ day of _____ in Pasig City, by and between: CROWN ASIA CHEMICALS CORPORATION, a corporation duly organized and existing of the net offer proceeds of the Issuer's initial public offering, to which the Custodian Bank will.
An underwriting agreement is a statutory necessity for Companies who have decided to increase their share capital by the issue of equity share.
It is mandatory for the Company to file this agreement with the prospectus of public issue of shares/debentures with the Registrar of Companies. Pursuant to Section 7(j) of the Underwriting Agreement dated December 15, between the Company and the Underwriters (the “IPO Underwriting Agreement”), Morgan Stanley & Co.
LLC and Goldman, Sachs & Co., on behalf of the Underwriters, hereby consent to the release by the Company on the Closing Date of the “lock-up” agreements. 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. This precedent is an example of an underwriting agreement between an issuer corporation and an underwriter in an initial public offering — filed on SEDAR. Maintained Underwriting Agreement —.
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.Download