You authorize the Manager on your behalf to arrange for any currency transactions including forward and hedging currency transactions as the Manager may deem necessary to facilitate settlement of the purchase of the Securities, but you do not authorize the Manager on your behalf to engage in any other forward or hedging transactions including interest rate hedging transactions in connection with the Offering unless such transactions are specified in an applicable All or none underwriting agreements or are otherwise consented to by you.
The determination by the Manager of the amount so to be paid to or by you will be final and conclusive. The Manager will furnish, make available to you, or make arrangements for you to obtain copies which may, to the extent permitted by law, be in electronic form of each Prospectus and 4 Preliminary Prospectus as amended or supplemented, if applicable, but excluding, for this purpose, unless otherwise required pursuant to rules or regulations under the Act, documents incorporated therein by reference as soon as practicable after sufficient quantities thereof have been made available by the Issuer.
The financial statements, together with the related notes and schedules, included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus comply in all material respects with the Securities Act, the Exchange Act, and the Rules and Regulations and the rules and regulations under the Exchange Act.
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.
If all of the securities are sold, the proceeds will be released to the issuer. Such payment and delivery shall be made at All unsold shares are absorbed by the issuer.
You agree not to otherwise bid for, purchase, or attempt to induce others to purchase or sell, directly or indirectly, any convertible securities or rights or underlying common stock or depositary shares, provided, however, that no Underwriter will be prohibited from: On demand, you will take up and pay for any securities so purchased for your account or you will deliver to the Manager against payment any securities so sold, as the case may be.
No relationship, direct or indirect, exists between or among the Company and any of its Subsidiaries, on the all or none underwriting agreements hand, and the directors, officers, stockholders or analogous interest holderscustomers or suppliers of the Company or any of its Subsidiaries or any of their affiliates, on the other hand, which is required to be described in the Registration Statement, the General Disclosure Package or the Prospectus or a document incorporated by reference therein and which is not so described.
The Company, if required by the Rules and Regulations of the Commission, will file the Prospectus with the Commission pursuant to Rule b of the Rules and Regulations. You will comply with any additional provisions of Regulation M if and to the extent set forth in the Invitation Wire or other Wire.
Types of underwriting agreements. The Manager will advise you promptly, on the Offering Date, as to the Securities purchased by you pursuant to the Underwriting Agreement that you will retain for direct sale.
The outstanding shares of capital stock of each of the Subsidiaries have been duly authorized and validly issued, are fully paid and non-assessable subject to 12 U.
Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus or to the Prospectus or to any amendment or supplement to any of the foregoing documents shall be deemed to refer to and include any documents incorporated by reference therein, and, in the case of any reference herein to the Prospectus, also shall be deemed to include any documents incorporated by reference therein, and any supplements or amendments thereto, filed with the Commission after the date of filing of the Prospectus under Rule b under the Act and prior to the termination of the offering of the Warrants by the Underwriters.
The standby underwriter agrees to purchase any shares that current shareholders do not purchase. If the price for any such sales by the Manager 2 Meant to permit disclosure of non-Issuer related information, such as benchmark Treasury rate, in preliminary term sheets or price talk.
To the extent not available on the Commission's EDGAR system, to make generally available to its stockholders as soon as practicable, but in any event not later than eighteen 18 months after the effective date of each Registration Statement as defined in Rule c of the Rules and Regulationsan earnings statement of the Company and its consolidated Subsidiaries which need not be audited complying with Section 11 a of the Securities Act and the Rules and Regulations including, at the option of the Company, Rule There are no outstanding subscriptions, options, warrants, calls, commitments or agreements of any character whatsoever providing for the purchase or issuance of any Company Significant Subsidiary's capital stock or any securities representing the right to purchase or otherwise receive any shares of such Company Significant Subsidiary's capital stock.
Underwriters cannot deceive investors by stating that all of the securities in the underwriting have been sold if it is not true. The Company has taken reasonable steps to protect, maintain and safeguard its Intellectual Property Rights, including the execution of appropriate nondisclosure and confidentiality agreements.
You may allow, and Dealers may reallow, a discount on sales to Dealers in an amount not in excess of the Reallowance set forth in the applicable AAU.
There is no pro forma or as adjusted financial information which is required to be included in the Registration Statement, the General Disclosure Package or the Prospectus or a document incorporated by reference therein in accordance with the Securities Act and the Rules and Regulations which has not been included or incorporated as so required.
All funds collected from investors will be held in escrow until the underwriting is completed. The Company does not have any tax deficiency that has been or, to the Company's Knowledge, is reasonably likely to be asserted or threatened against it that would result in a Material Adverse Effect.
Electronic transfer of the Firm Shares shall be made to the Underwriter at the Time of Purchase in such names and in such denominations as the Underwriter shall specify. You authorize the Manager to sell to Dealers as defined below such Securities purchased by you pursuant to the Underwriting Agreement as the Manager will determine.
Representations, Warranties and Agreements of the Company. The summary and selected consolidated financial and statistical data included or incorporated by reference in the Registration Statement, the General Disclosure Package and the Prospectus present fairly the information shown therein and such data have been compiled on a basis consistent with the financial statements presented therein and the books and records of the Company.
As used in this paragraph b and elsewhere in this Agreement: Such purchases and sales and over-allotments will be made for the accounts of the several Underwriters as nearly as practicable to their respective Underwriting Percentages or, in the case of an International Offering, such purchases and sales will be for such accounts as set forth in the applicable Intersyndicate Agreement.
You authorize the Manager, on your behalf: The standby underwriter will then resell the securities to the public.
In investment banking, an underwriting contract is a contract between an underwriter and an issuer of securities. The following types of underwriting contracts are most common:  In the firm commitment contract the underwriter guarantees the sale of the issued stock at the agreed-upon price.
PROVISIONS FOR RULE A UNDERWRITING AND PLACING AGREEMENTS PREAMBLE/RECITALS The [securities being offered] will be [sold] None of the [issuer] [company], 10 This is a common representation in IPO underwriting agreements for Rule A transactions.
It is not needed, but. This Master Agreement Among Underwriters including, but not limited to, underwriting agreements, between or among the syndicates settlement entered into by the Manager on a basis that results in a settlement of such Action against it and fewer than all the Underwriters.
None of the foregoing provisions of this Section will relieve. Underwriting Agreement - Etsy Inc. and Goldman Sachs & Co. and Other Business Contracts, Forms and Agreeements. None of the following events has occurred or is reasonably likely to occur: (x) a material increase in the aggregate amount of contributions required to be made to all Plans by the Company or its subsidiaries in the current fiscal.
The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict.
Types .All or none underwriting agreements