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underwriting is a contract of

Both counsels should also deliver negative assurance letters to the underwriters that confirm that no material misstatements or omissions were included in the prospectus. This letter allows either party to establish a due diligence defense against claims that missing or misstated material information has misled investors. The comfort letter delivered by the issuer’s auditor provides certain assurances regarding the independence of the auditors, their completion of an audit for the annual financial statements, their completion of a review for interim financial statements, the conformity of the issuer’s financial statements to U.S. GAAP or the International Financial Reporting Standards, as well as certain agreed-upon procedures in relation to other financial information contained in the offering documents and derived from the financial statements. Depending on the nature of the issuer’s business and the laws and regulations applicable to their business, underwriters’ counsel should also seek additional specialist opinions from counsel to the issuer, such as tax matters, regulatory matters, or intellectual property matters.

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Any third-party statistical and market-related data included in a Registration Statement, a Statutory Prospectus, the General Disclosure Package or any Written Testing-the-Waters Communication is based on or derived from sources that the Company believes to be reliable and accurate. In any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the offering, whether as underwriter, advisor, investor or otherwise). Seasoned corporate, business and real estate attorney with 30 years experience managing private practice groups and in-house legal functions for publicly traded, privately held, and family companies. The restrictions set forth in this Lock-Up Agreement
shall not apply to the conversion of outstanding shares of Preferred Stock of the Company into shares of Common Stock of the Company or the conversion of outstanding Preferred Stock Warrants of the Company into Common Stock Warrants of the Company
in connection with any transfer not prohibited by this Lock-Up Agreement or the sale of any class of Common Stock of the Company to the Underwriters pursuant to the Underwriting Agreement. Underwriting spread is the difference between the price at which a new issue of shares or… When a company chooses to make an initial public offering (IPO) , they might employ an IPO…

However, so long as the Company is subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act and is timely filing reports with the Commission on its Electronic Data Gathering, Analysis and Retrieval system (“EDGAR”) or any successor system, it is not required to furnish such reports or statements to the Underwriters. Each Optional Closing Date shall be determined by the Representatives but shall be not later than five full business days after written notice of election to purchase Optional Securities is given. The Company will deliver the Optional Securities being purchased on each Optional Closing Date to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives, against payment of the purchase price therefor in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the above office of Latham & Watkins LLP. The delivery of any Optional Securities will be made through the facilities of the DTC unless the Representatives shall otherwise instruct.

Underwriting contract

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Both the issuer’s and underwriters’ legal counsel play critical roles in negotiating key provisions of the underwriting agreement that have significant effects on the offering. Below are 10 practice tips to consider in drafting and negotiating an underwriting agreement. In addition, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date of the Final Prospectus, the Underwriters may purchase all or less than all of the Optional Securities at the purchase price per Security to be paid for the Firm Securities. Such notice shall set forth (i) the aggregate number of shares of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (each time for the delivery of and payment for the Optional Securities being herein referred to as an “Optional Closing Date,” which may be the First Closing Date) (the First Closing Date and each Optional Closing Date, if any, being sometimes referred to as a “Closing Date”). The Company agrees to sell to the Underwriters the number of shares of Optional Securities specified in such notice and the Underwriters agree, severally and not jointly, to purchase such Optional Securities. Such Optional Securities shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Securities set forth opposite such Underwriter’s name bears to the total number of Firm Securities (subject to adjustment by the Representatives to eliminate fractions) and may be purchased by the Underwriters only for the purpose of covering over allotments made in connection with the sale of the Firm Securities.

underwriting is a contract of

The Company will use its reasonable best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. The Company will deliver the Firm Securities to or as instructed by the Representatives for the accounts of the several Underwriters in a form reasonably acceptable to the Representatives against payment of the purchase price by the Underwriters in Federal (same day) funds by wire transfer to an account at a bank acceptable to the Representatives drawn to the order of the Company, at the office of Latham & Watkins LLP, 811 Main Street, Suite 3700, Houston, Texas 77002, at [ ● ] A.M., New York time, on [ ● ], 2019, or at such other time not later than seven full business days thereafter as the Representatives and the Company determine, such time being herein referred to as the “First Closing Date.” For purposes of Rule 15c6-1 under the Exchange Act, the First Closing Date (if later than the otherwise applicable settlement date) shall be the settlement date for payment of funds and delivery of securities for all the Offered Securities sold pursuant to the offering. Delivery of the Firm Securities will be made through the facilities of the Depositary Trust Company (the “DTC”) unless the Representatives shall otherwise instruct.

This firm commitment means the banks must purchase all the securities offered even if they cannot sell them to investors. Underwriting a securities offering on a firm commitment basis can be risky for the underwriters if the markets take a sharp downward turn. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has
agreed to purchase hereunder at a Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms contained herein. If within thirty-six
hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Company shall be entitled to a further period of thirty-six hours within which to procure another party
or other parties satisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Company that you have so arranged for the purchase of such Shares, or the Company notifies you
that it has so arranged for the purchase of such Shares, you or the Company shall have the right to postpone such Time of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the
Registration Statement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments or supplements to the Registration Statement or the Prospectus which in your opinion may thereby be made
necessary.

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The bank syndicate is the group of banks handling the transaction. The agreement outlines the various responsibilities and obligations of the company and its underwriters for the transaction. It also includes the agreed-upon purchase price, the initial resale date, and the settlement date. Or (b) enter into a written plan meeting the requirements of Rule 10b5-1 under the Exchange Act relating to the
sale of securities of the Company, provided that the securities subject to such plan may not be sold and no public disclosure of any such action shall be required or shall be voluntarily made by any person until after the expiration of the Lock-Up Period. For purposes of this Lock-Up Agreement, “immediate
family” shall mean any relationship by blood, marriage or adoption, not more remote than first cousin.

Except that in each case such counsel need not express any belief with respect to (i) the financial statements and related schedules, including the notes and schedules thereto and the auditor’s report thereon, (ii) any other financial or accounting information, or (iii) any oil and natural gas reserve data or reports, in each case included in or omitted from the Registration Statement, the General Disclosure Package and the Final Prospectus. (l) Testing-the-Waters Communication. If at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such statement or omission. The statements made in the General Disclosure Package and the Final Prospectus under the captions “Certain Relationships and Related Party Transactions,” “Description of Capital Stock,” “Business—Legal Proceedings,” “Business—Regulation of Environmental and Occupational Safety and Health Matters,” “Material U.S.

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Neither the Company nor any of its Subsidiaries is in violation of its respective charter, certificate of formation, certificate of limited partnership, limited liability company agreement, limited partnership agreement or by-laws (or similar organizational or governing documents) or in default (or with the giving of notice or lapse of time would be in default) under any existing obligation, agreement, covenant or condition contained in any indenture, loan agreement, mortgage, lease or other agreement or instrument to which any of them is a party or by which any of them is bound or to which any of the properties of any of them is subject, except such defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. In a best-efforts underwriting agreement, on the other hand, the underwriters are not under a contractual obligation to purchase all the securities offered. The underwriters must only make a reasonable best effort to sell all the securities offered by the issuer company. If the underwriters are unable to sell a portion of the securities, the underwriters may return the unsold portion back to the company.

underwriting is a contract of

The Company will use the net proceeds received in connection with the Offering in the manner described in the “Use of Proceeds” section of the General Disclosure Package and the Final Prospectus and, except as disclosed in the General Disclosure Package and the Final Prospectus, the Company does not intend to use any of the proceeds from the sale of the Offered Securities hereunder to repay any outstanding debt owed to any Underwriter or affiliate of any Underwriter. It is understood that the several Underwriters propose to offer the Offered Securities for sale to the public as set forth in the Final Prospectus. Located, organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Burma/Myanmar, Cuba, Iran, North Korea, Sudan, Crimea and Syria). “Closing Date” has the meaning defined in Section 3 hereof. To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. We reserve the right to block IP addresses that submit excessive requests.

Underwriter Information Carve-out

During and following the transaction, the underwriters will want to prevent the issuer from issuing, and its directors and senior executives from selling, any securities that could negatively affect the pricing of the securities in the offering. A large issuance of the issuer’s shares could dramatically decrease the demand, and thus the price, of the securities to be offered in the transaction or cause investors to become more skeptical about the potential risk of investing in the securities to be offered by the underwriter. The underwriters will seek to obtain lock-up agreements from all or substantially all existing security holders for a period of 180 days. The issuer should seek carve-outs that will prevent the lockup from interfering with existing agreements.

The Offered Securities all have been or will be duly registered under the Act pursuant to the Initial Registration Statement and, if applicable, the Additional Registration Statement. The lead underwriter usually is able to exert the most control over the terms of the underwriting agreement in a given deal. Below is an overview of some of the key clauses underwriting agreements customarily contain. Oliver Keene is not your typical attorney. With a personal touch and a passion for helping others, he goes above and beyond to provide exceptional legal services.

  • With respect to interests in oil and gas properties obtained by or on behalf of the Company and its Subsidiaries that have not yet been drilled or included in a unit for drilling, the Company and its Subsidiaries have carried out such title investigations in accordance with the customary practice in the oil and gas industry in the areas in which the Company and its Subsidiaries operate.
  • The restrictions set forth in this Lock-Up Agreement
    shall not apply to the conversion of outstanding shares of Preferred Stock of the Company into shares of Common Stock of the Company or the conversion of outstanding Preferred Stock Warrants of the Company into Common Stock Warrants of the Company
    in connection with any transfer not prohibited by this Lock-Up Agreement or the sale of any class of Common Stock of the Company to the Underwriters pursuant to the Underwriting Agreement.
  • (l) Historical Financial Statements.
  • Notwithstanding the provisions of this subsection (d), no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

It is understood that if (i) the Company notifies Goldman Sachs & Co. Morgan Securities LLC, in writing, prior to the execution of the Underwriting Agreement, that it does not intend to proceed with the proposed public offering of the Common Stock of the Company, (ii) the Underwriting Agreement (other than
the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares to be sold thereunder, or (iii) the proposed public offering of Shares shall not have been completed by
October 31, 2018, this Lock-Up Agreement shall immediately be terminated and the undersigned shall be released from all obligations under this Lock-Up Agreement. Notwithstanding anything herein to the
contrary, the Company is authorized to disclose to any persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including tax opinions and other tax analyses) provided to
the Company relating to that treatment and structure, without the Underwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall
not apply) to the extent necessary to enable any person to comply with securities laws.

All lawyers are vetted by our team and peer reviewed by our customers for you to explore before hiring. The Company and its Subsidiaries hereby irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactions contemplated hereby. Business days following the execution and delivery of this Agreement, unless otherwise agreed by the Company and the Representatives. All other such documents shall be so furnished as soon as available. The Company will pay the expenses of printing and distributing to the Underwriters all such documents. Fluctuations in demand for such products, adverse weather conditions, unavailability or increased costs of rigs, equipment, supplies or personnel, the timing of third party operations and other factors, in each case in the ordinary course of business, and except as described in the General Disclosure Package and the Final Prospectus, neither of the Company nor any of its Subsidiaries is aware of any facts or circumstances that would result in a material adverse change in the aggregate net reserves, or the aggregate present value of future net cash flows therefrom, as described in the General Disclosure Package and the Final Prospectus.

(f) Opinion of Counsel for Underwriters. The Representatives shall have received from Latham & Watkins LLP, counsel for the Underwriters, such opinion or opinions, dated such Closing Date, with respect to such matters as the Representatives may require, and the Company shall have furnished to such counsel such documents as they request for the purpose of enabling them to pass upon such matters. (o) Payment of Expenses Related to Directed Share Program. The Company will pay all fees and disbursements of counsel (including non-U.S. counsel) incurred by the Underwriters in connection with the Directed Share Program and stamp duties, similar taxes or duties or other taxes, if any, incurred by the underwriters in connection with the Directed Share Program. The Company will not take, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Securities. As soon as practicable, but not later than the Availability Date (as defined below), the Company will make generally available to its securityholders an earnings statement covering a period of at least 12 months beginning after the Effective Time of the Initial Registration Statement (or, if later, the Effective Time of the Additional Registration Statement), which will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act.

With Oliver by your side, you can have confidence that your legal matters will be handled with the highest level of expertise and care. I have worked for over 20 years in the areas of family law, business formation, contracts and real estate law. In the area of family law, I represent clients in all areas of family law including child custody, child support, spousal support and marital property division as well as preparing prenuptial and separation agreements. I am experienced in real estate law, including commercial and residential leases, preparing various types of real estate related contracts. I am also experienced in business formation among other business law matters.

  • For the purpose of the preceding sentence, “Availability Date” means the day after the end of the fourth fiscal quarter following the fiscal quarter that includes such Effective Time on which the Company is required to file its Form 10-Q for such fiscal quarter except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the day after the end of such fourth fiscal quarter on which the Company is required to file its Form 10-K.
  • (mm) Statistical and Market-Related Data.
  • It’s an agreement between underwriters and a company issuing new shares to the public.
  • In a best-efforts underwriting agreement, on the other hand, the underwriters are not under a contractual obligation to purchase all the securities offered.
  • Further, this Lock-Up Agreement shall lapse and become null and void if the Public Offering Date shall not have occurred on or before [ ● ], 2019.

“Final Prospectus” means the Statutory Prospectus that discloses the public offering price, other 430A Information and other final terms of the Offered Securities and otherwise underwriting is a contract of satisfies Section 10(a) of the Act. Many provisions of the underwriting agreement contain boilerplate language. But the paties often highly contest other provisions.

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