Each Holder shall also furnish to the Company such information regarding itself, the Registrable Securities held by it, and the intended method of disposition of such securities as shall be reasonably required to effect the registration of the Registrable Securities. 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.
Each Selling Stockholder agrees: Finally, the common indemnification obligation is to indemnify the Indemnitee against Third-Party Claims, claims brought by someone other than the parties to the agreement.
The Company does not have any off-balance sheet obligation or material liability of any nature matured or not matured, fixed or contingent to, or any financial interest in, any third party or unconsolidated entity other than as set forth in the 4 financial statements including the related notes and supporting schedules filed as part of the Registration Statement or included in the Sale Preliminary Prospectus or the Prospectus.
The Company represents, warrants and agrees that: Authority to Contest, Pay, or Settle. If all of the securities are sold, the proceeds will be released to the issuer.
The Company shall enter into an underwriting agreement with the managing underwriter sif 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 more in demand the offering is, the more likely it is that it will be done on a firm commitment basis.
However, poor market conditions is not a qualifying condition. Further, such Holders shall execute appropriate custody agreements and otherwise cooperate fully in the preparation of the registration statement and other documents relating to any offering in which they include securities pursuant to this Section 5.
Read More Overview An Indemnification clause acts an inter-party insurance policy, shifting risk and liability between the parties. A market out clause frees the underwriter from their obligation to purchase all of the securities in case of a development that impairs the quality of the securities or that adversely affects the issuer.
Standby A standby underwriting agreement is used in conjunction with a preemptive rights offering. Notice and Failure to Notify. One can do without a timeframe in this context because the issue of when you can bring a claim for indemnification should be addressed elsewhere in indemnification provisions.
Termination of this agreement will not relieve either party of any claims against it that arise under this agreement before the agreement is terminated. On each such Subsequent Delivery Date, each Selling Stockholder shall deliver or cause to be delivered the Option Stock to be purchased on such Subsequent Delivery Date to the Representatives for the account of each Underwriter against payment to or upon the order of such Selling Stockholders of the purchase price by wire transfer in immediately available funds.
Such counsel shall also make a statement to the effect that:An Indemnification clause acts an inter-party insurance policy, shifting risk and liability between the parties. It does so by creating the obligation that one party (the Indemnitor) will pay for losses the other party becomes liable for (the Indemnitee), either for any losses related to the agreement, or for losses from certain types of claims.
This practice note discusses certain standard provisions contained in a private placement underwriting/agency agreement including representations and warranties, termination provisions, indemnification provisions and conditions to closing — Robert Mason and Ahmed Shehata, Norton Rose Fulbright Canada LLP.
Underwriting Agreement Provisions for billsimas.comhstanding the foregoing, to the extent that the provisions on indemnification and contribution contained in the underwriting agreement entered into in connection with an underwritten public offering are in conflict with the foregoing provisions, the provisions in the underwriting agreement shall control.
A Note providing commentary on the typical provisions of an underwriting agreement for an SEC-registered public offering of securities. It describes the key sections, including representations and warranties, covenants, closing conditions, termination rights. The underwriting agreement contains an agreement by the underwriter(s) to purchase the offered securities from the issuer or other seller and to resell them to the public, the underwriting discount, representations and warranties of the parties, certain covenants, expense allocation and.
An underwriting agreement is a contract between a group of investment bankers in an underwriting syndicate and the issuer of a new securities offering.Download