Underwriters guarantee the price for a certain number of shares of the new issue.
Once the minimum has been met, the underwriter may then sell the securities up to the maximum amount specified under the terms of the offering. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.
Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, firm or corporation, other than the parties hereto and their respective successors and the controlling persons, officers and directors referred to in Section 8 and their respective successors, heirs and legal representatives, any legal or equitable right, remedy or claim under or in respect of this Agreement or any provision herein contained; this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and their respective successors and said controlling persons, officers and directors and their respective successors, heirs and legal representatives, and for the benefit of no other person, firm or corporation.
Agreements to Sell and Purchase. The amount paid or payable by an indemnified party as a result of the losses, claims, damages, liabilities or expenses or actions in respect thereof referred to above in this Section shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.
Further Agreements of the Selling Stockholders. Link to this page: All standby underwritings are done on a firm commitment basis. No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding and does not include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any indemnified party.
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: The shares of Class B common stock outstanding prior to the issuance of the Shares to be sold by the Company have been duly authorized and are validly issued, fully paid and non-assessable.
The officer signing and delivering such certificate may rely upon his or her knowledge as to proceedings threatened. Each Selling Stockholder agrees: The Corporation agrees to notify you within a reasonable time of the assertion of any claim against it, any of its officers or directors or any person who controls the Corporation within the meaning of Section 15 of the Act, in connection with the sale of the Shares.
The standby underwriter will then resell the securities to the public. Investors who are unwary of underwriter stabilizing activity who choose to invest in what they perceive to be a stable issue can encounter volatility when the underwriters pause or complete any stabilizing activity.
In giving their opinion, may rely on the opinion of Ellen T.
Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you.
Terms of Public Offering. 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.
from S-1/A 47 pages Shares Facebook, Inc. Class a Common Stock (Par Value $ Per Share) Underwriting Agreement. Underwriting agreement The contract between a corporation issuing new publicly offered securities and the managing underwriter as agent for the underwriting group. Compare to agreement among underwriters.
Underwriting Agreement A contract between the issuer of a security and a managing underwriter stating the.
A greenshoe option is a provision in an IPO underwriting agreement that grants the underwriter the right to sell more shares than originally planned. Once the underwriting agreement is struck, the underwriter bears the risk of being unable to sell the underlying securities, and the cost of holding them on its books until such time in the future that they may be favorably sold.
such as the allegations that Frank Quattrone acted improperly in doling out hot IPO stock during the dot com. An underwriting firm is also called a house of issue.
See also: Bracketing, Oversubscribed, Undersubscribed, Underwriting agreement. underwriter. Also called sponsor. See also agreement among underwriters, investment banker, lead underwriter.
Underwriter. in a best-efforts arrangement on a stock IPO, the underwriter may. propose to enter into an Underwriting Agreement (the "Underwriting Agreement") with the Company providing for the public offering (the "Public Offering") by the several Underwriters of shares of Common Stock of the Company (the "Securities").Underwriting agreement facebook stock