Hong Kong Holdings Limited and the other shareholders listed in Schedule B hereto collectively, the "Selling Shareholders" severally and not jointly agree, subject to the terms and conditions stated herein, to sell to the Underwriters an aggregate ofADSs.
The Company has obtained written consents for the use of such data from such sources to the extent required. Such Holders shall not be required to make any representations or warranties to or agreements with the Company or the underwriters except as they may relate to such Holders and their intended methods of distribution.
Each Selling Stockholder agrees: Absence of Certain Changes. 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.
A complete and accurate listing of all accounts payable of the Company as of [date] is attached hereto as the [schedule of accounts payable]. Except as otherwise provided herein, all communications hereunder shall be in writing and, if to Roth, shall be mailed, delivered or telecopied to Roth Capital Partners, LLC, 24 Corporate Plaza, Newport Beach, CAtelecopy number: Sample 1 Representations in Underwriting Agreement.
No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement, compromise or consent to the entry of judgment in any pending or threatened action, suit or proceeding in respect of which any indemnified party is a party or could be named and indemnity was or would be sought hereunder by such indemnified party, unless such settlement, compromise or consent a includes an unconditional release of such indemnified party from all liability for claims that are the subject matter of such action, suit or proceeding and b 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.
Copies of such registration statement and each of the amendments thereto have been delivered by the Company to you.
The Company shall promptly notify the Managers of any earnings release, news or event that may give rise to an extension of the initial day restricted period.
The Company and the Underwriter agree that it would not be just and equitable if contributions pursuant to this subsection d were to be determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in the first sentence of this subsection d.
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.
Title to Properties; Liens; Condition of Properties. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus.
If the Commission shall enter any such stop order at any time during the Prospectus Delivery Period, the Company will use its reasonable efforts to obtain the lifting of such order at the earliest possible moment. He warrants that the property is as he represent it to be.
Next Steps Contact a qualified business attorney to help you tie up all loose ends when closing your business. 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.
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.
Hong Kong Holdings Limited agrees, severally and not jointly, that the Offered Shares represented by the transfer forms held in custody for such Selling Shareholder other than Yahoo. Absence of Fiduciary Relationship. The Firm Shares and Additional Shares shall be registered in such names and in such denominations as you shall request in writing not later than one full business day prior to the Closing Date or the applicable Option Closing Date, as the case may be.
Further Agreements of the Selling Stockholders.
The Deposit Agreement conforms in all material respects to the descriptions thereof contained in the Registration Statement and the General Disclosure Package. United Kingdom" and "Underwriting: 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.
Such financial statements have been prepared in conformity with generally accepted accounting principles as applied in the United States applied on a consistent basis throughout the periods involved.
The Option Notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, and the date and time when the Additional Shares are to be delivered such date and time being herein referred to as the "Option Closing Date" ; provided, however, that, unless the Company and the Underwriter otherwise agree, the Option Closing Date shall not be earlier than the Closing Date as defined below with respect to the Firm Shares, nor earlier than the third 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.
The invalidity or unenforceability of any section, paragraph, clause or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph, clause or provision. To the Companys knowledge, KPMG LLP, which has expressed its opinion with respect to the audited financial statements and schedules filed as a part of the Registration Statement and included in or incorporated by reference into the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus, is an independent public accounting firm with respect to the Company within the meaning of the Securities Act and the Rules and Regulations.
But, those of you who have read my previous post on using both words and digits to express numbers, know that I dislike archaic practices that no one bothers to question.
The Company represents and warrants to and agrees with each of the Underwriters that: 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 Company has filed all Issuer Free Writing Prospectuses required to be so filed with the Commission, and no stop order preventing or suspending the effectiveness or use of any Issuer Free Writing Prospectus is in effect and no proceedings for such purpose have been instituted or are pending, or, to the knowledge of the Company, are contemplated or threatened by the Commission.
The Shares, when issued and duly paid for as provided herein, will be duly authorized and validly issued, fully paid and nonassessable, and will be free of preemptive, registration or similar rights.
This practice note discusses representations and warranties that are typically included in an underwriting agreement.
To view the full document, sign-in or register for a free trial. Sign-in Free trial. UNDERWRITING AGREEMENT. December, THOMAS WEISEL PARTNERS LLC. Representations, Warranties and Agreements of the Company.
The Company represents, warrants and agrees that: Except as described in each of the Sale Preliminary Prospectus and the Prospectus, there are no contracts, agreements or understandings between the Company. What Are Representations and Warranties in a Contract? By AllBusiness Editors | In: Legal.
Every contract has representations and warranties, which are basically the underlying matters or facts as they are being presented in terms of the contract. Legally within contracts, expressed warranties hold up better in a court of law than implied.
The Holders shall be parties to any underwriting agreement relating to an underwritten sale of their Registrable Securities and may, at their option, require that any or all the representations, warranties and covenants of the Company to or for the benefit of such underwriters shall also be made to and for the benefit of such Holders.
Representations in Underwriting Agreement. As of the UA Execution Date and as of the Closing Date, the Company hereby makes the same representations and warranties to the Purchaser as the Company. Underwriting Agreement - Alibaba Group Holding Ltd.
and Other Business Contracts, Forms and Agreeements. Representations and Warranties of the Company and the Selling contracts or other documents that are required to be described in the Registration Statement and the General Disclosure Package or to be filed as exhibits to the.Underwriting agreement representations and warranties in contracts