The Registration Statement has been declared effective by the Commission. The obligation of each Underwriter to purchase the Underwritten Securities on the Closing Date or the Option Securities on the Additional Closing Date, as the case may be as provided herein is subject to the performance by the Company of its covenants and other obligations hereunder and to the following additional conditions: a Registration Compliance; No Stop Order.
This Agreement supersedes all prior agreements and understandings whether written or oral among the Company and the Underwriters, or any of them, with respect to the subject matter hereof. The underwriter then creates a draft prospectus to take on a road show to potential institutional investors.
Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the Company and any non-defaulting Underwriter for damages occasioned by its default hereunder. The Company has not taken, directly or indirectly, any action designed to or that could reasonably be expected to cause or result in any stabilization or manipulation of the price of the Securities.
The terms which follow, when used in this Agreement, shall have the meanings indicated.
Certain Agreements of the Underwriters. The most common type of underwriting agreement is a firm commitment in which the underwriter agrees to assume the risk of buying the entire inventory of stock issued in the IPO and sell to the public at the IPO price.The Company will pay the registration fees for this offering within the time period required by Rule b 1 under the Securities Act without giving effect to the proviso therein and in any event prior to the Closing Date. The Company does not own or control, directly or indirectly, any corporation, association or other entity other than the subsidiaries set forth on Annex C hereto. The Company will reserve and keep available at all times, free of pre-emptive rights, shares of Common Stock for the purpose of enabling the Company to satisfy all obligations to issue the Underlying Securities upon conversion of the Securities. This indemnity agreement will be in addition to any liability which the Company may otherwise have. Representations and Warranties of the Company. Certain Agreements of the Underwriters. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein. Any such payment by the Representative shall not relieve any such Underwriter of any of its obligations hereunder. The final step is the first day of trading, when the investing public can first buy the stock on an exchange. The Company will not be obligated to deliver any of the Underwritten Securities except upon payment for all the Underwritten Securities to be purchased as provided herein. No statement of material fact included in the Prospectus that is required to be included in the Time of Sale Information has been omitted from the Time of Sale Information and no statement of material fact included in the Time of Sale Information that is required to be included in the Prospectus has been omitted therefrom. Indemnification and Contribution. No person has the right to require the Company or any of its subsidiaries to register any securities for sale under the Securities Act by reason of the filing of the Registration Statement with the Commission or the issuance and sale of the Securities, with the exception of the holders of the 3.
The Company and its subsidiaries have paid all federal, state, local and foreign taxes and filed all tax returns required to be paid or filed through the date hereof except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and except as otherwise disclosed in the Registration Statement, the Time of Sale Information and the Prospectus or except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect ,there is no tax deficiency that has been, or could reasonably be expected to be, asserted against the Company or any of its subsidiaries or any of their respective properties or assets.
The Company wishes to confirm as follows its agreement with you and the other several Underwriters named in Schedule I on whose behalf you are acting, in connection with the several purchases of the Securities by the Underwriters.
The Company will not be obligated to deliver any of the Underwritten Securities except upon payment for all the Underwritten Securities to be purchased as provided herein. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, the Company and its subsidiaries have insurance covering their respective properties, operations, personnel and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks as are adequate to protect the Company and its subsidiaries and their respective businesses.
The Underwriters may exercise the option to purchase the Option Securities at any time in whole, or from time to time in part, on or before the thirtieth day following the date of this Agreement, by written notice from J.
The Company will use its best efforts to prevent the issuance of any such stop order or the occurrence of any such suspension or objection to the use of the Registration Statement and, upon such issuance, occurrence or notice of objection, to obtain as soon as possible the withdrawal of such stop order or relief from such occurrence or objection, including, if necessary, by filing an amendment to the Registration Statement or a new registration statement and using its best efforts to have such amendment or new registration statement declared effective as soon as practicable.