Define underwriting agreement sample
There are several different kinds of underwriting agreements: the firm commitment agreement, the best efforts agreement, the mini-maxi agreement, the all or none agreement, and the standby agreement.
The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in share amounts. The lower the demand for an issue, the greater the likelihood it will be done on a best efforts basis.
Any such election to purchase Optional Shares may be exercised only by written notice from the Representative to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Optional Shares to be purchased and the date on which such Optional Shares are to be delivered, as determined by the Representative but in no event earlier than the First Time of Delivery or, unless the Representative and the Company otherwise agree in writing, earlier than two or later than ten business days after the date of such notice.
A standby underwriting agreement is used in conjunction with a preemptive rights offering. Understanding Underwriting Agreements The underwriting agreement may be considered the contract between a corporation issuing a new securities issue, and the underwriting group that agrees to purchase and resell the issue for a profit.
As mentioned above, the contract is generally between the corporation issuing the new security and investment bankers who form a syndicate.
Agreement among underwriters
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. A standby underwriting agreement is used in conjunction with a preemptive rights offering. An underwriting agreement is a contract between a group of investment bankers who form an underwriting group or syndicate and the issuing corporation of a new securities issue. The standby underwriter will then resell the securities to the public. In addition, each of the Selling Stockholders grants to the Underwriters an option to purchase the number of shares of Option Stock set forth opposite its name in Schedule 3. The respective purchase obligations of each Underwriter with respect to the Option Stock shall be adjusted by the Representatives so that no Underwriter shall be obligated to purchase Option Stock other than in share amounts. This clause frees the underwriter from its obligation to purchase all of the securities in case there is a development that impairs the quality of the securities. Purchase of the Stock by the Underwriters. The Underwriting Agreement has been duly authorized, executed and delivered by the Company. Key Takeaways An underwriting agreement takes place between a syndicate of investment bankers who form an underwriting group and the issuing corporation of a new securities issue. Compare Investment Accounts. 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 underwriting agreement is also called an underwriting contract. If the over-allotment option is less than fully exercised, the Underwriters will purchase shares from each of the Selling Stockholders hereto on the basis set forth on Schedule 3.
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.
Shares of Option Stock shall be purchased severally for the account of the Underwriters in proportion to the number of shares of Firm Stock set forth opposite the name of such Underwriters in Schedule 1 hereto. This Underwriting Agreement shall not be construed as an obligation of the Company to sell any of the Securities or as an obligation of any of the Underwriters to purchase the Securities.
Further Agreements of the Selling Stockholders.
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