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Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that: Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you.
The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus. Upon payment for and delivery of the Stock to be sold by the Company pursuant to this Agreement, the Underwriters will acquire good underwriting agreement sample valid title to such Stock, in each case free and clear of all liens, encumbrances, equities, preemptive rights, subscription rights, underwriting agreement sample rights to purchase, voting or transfer restrictions and other similar claims.
Except as disclosed in each of the Sale Preliminary Prospectus and the Prospectus, upon completion of the offering, no options, warrants or other rights to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for, shares of capital stock of, or ownership interests in, the Company are outstanding.
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 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 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.
Representations, Warranties and Agreements of the Selling Stockholders. Each Selling Stockholder severally and not jointly represents, warrants and agrees that: Purchase of the Stock by the Underwriters.
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. 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.
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. 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.
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.
Offering of Stock by the Underwriters. Delivery of and Payment for the Stock.
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.
Such notice shall set forth the aggregate number of shares of Option Stock as to which the option is being exercised and the date and time, as determined by the Representatives, when the shares of Option Stock are to be delivered; provided, however, that this date and time shall not be earlier than the First Delivery Date nor earlier than the second business day after the date on which the option shall have been exercised nor later than the fifth business day after the date on which the option shall have been exercised.
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.
Further Agreements of the Company. 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.
Further Agreements of the Selling Stockholders. Each Selling Stockholder agrees: Each Selling Stockholder shall pay all costs and expenses incident to the performance of its obligations under this Agreement which are not otherwise being paid by the Underwriters pursuant to this Section or by the Company pursuant to this Section or otherwise.This letter agreement will automatically terminate upon the earlier to occur of: (i) the date upon which the Company provides the Representatives with written notice that it does not intend to proceed with the Offering, which written notice must be executed and delivered to the Representatives prior to the signing of the Underwriting Agreement.
File Number SampleIndustrial Address McMichael Road PITTSBURGH, PA Page 8 Reconciliation and Final Value Estimate Reconciliation is the final step in the valuation process.
An underwriting agreement is a formal document created between a syndicate of investment bankers, who are part of an underwriting group, and a corporation which is responsible for issuing new securities. Underwriting. Information Current as of 10/29/ Pet insurance offered and administered by Pets Best Insurance Services, LLC is underwritten by American Pet Insurance Company (APIC) or Independence American Insurance Company (IAIC).
|By Contract Type||Opening of the subscription list: The subscription list for the public issue shall open not later than three months from the date of this agreement or such extended period s as the underwriter may agree to in writing.|
|Form of Underwriting Agreement||Certain stockholders of Zynga Inc.|
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. A well-crafted cover letter can be a powerful job-search tool. It provides a great opportunity to introduce yourself to a prospective employer while connecting your .