Form of underwriting agreement

Best efforts underwriting

The Ordinary Shares to be sold by such Selling Shareholder hereunder are subject to the interest of the Underwriters and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law or the occurrence of any other event. There are several different kinds of underwriting agreements: the firm commitment agreement, the best efforts agreement, the mini-maxi agreement, the all or none agreement, and the standby agreement. This Agreement has been duly authorized, executed and delivered by the Company and Mr. Upon the authorization by the Representative of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. 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. Upon payment for and delivery of the Stock to be sold by the Company pursuant to this Agreement, the Underwriters will acquire good and valid title to such Stock, in each case free and clear of all liens, encumbrances, equities, preemptive rights, subscription rights, other rights to purchase, voting or transfer restrictions and other similar claims. The Company and its subsidiaries are not a party to any agreements pursuant to which a third party grants to the Company any rights to Intellectual Property that are material to the Company and are required to be set forth in the Registration Statement, the Pricing Disclosure Package, and the Prospectus and are not described therein in all material respects. In addition, the Company has communicated such legal advice in full to each of its directors and officers that signed the Registration Statement and each such directors and officers has confirmed that he or she understands such legal advice. There are no affiliations or associations between any member of the Financial Industry Regulatory Authority, Inc.

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.

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. Key Takeaways An underwriting agreement takes place between a syndicate of investment bankers who form an underwriting group and the issuing corporation of a new securities issue.

Underwriting agreement sample india

Each of this Agreement, the Power of Attorney and the Custody Agreement in connection with the offer and sale of the Offered ADSs contemplated herein has been duly authorized, executed and delivered by such Selling Shareholder. No holder of any of the Ordinary Shares or the Offered ADSs after the consummation of the transactions contemplated by this Agreement and the Deposit Agreement is or will be subject to any personal liability in respect of any liability of the Company solely by virtue of its holding of any such Ordinary Shares or Offered ADSs; and except as set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus, there are no limitations on the rights of holders of the Ordinary Shares or the ADSs to hold, vote or transfer their securities. In addition, the Company has communicated such legal advice in full to each of its directors and officers that signed the Registration Statement and each such directors and officers has confirmed that he or she understands such legal advice. Representations, Warranties and Agreements of the Company. 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 Ordinary Shares to be sold by such Selling Shareholder hereunder are subject to the interest of the Underwriters and the obligations of such Selling Shareholder hereunder shall not be terminated by any act of such Selling Shareholder, by operation of law or the occurrence of any other event. A syndicate is a temporary group of financial professionals formed to handle a large financial transaction that would be difficult to handle individually. The more in demand the offering is, the more likely it will be done on a firm commitment basis.

The memorandum and articles of association and other constitutive or organizational documents of each Subsidiary comply with the requirements of applicable law in its jurisdiction of incorporation and are in full force and effect. Such Selling Shareholder has not taken, directly or indirectly, any action designed, or which has constituted or might reasonably be expected to cause or result in the stabilization or manipulation of the price of any securities of the Company to facilitate the sale or resale of the Offered Shares or the Offered ADSs.

With an all or none underwriting, the issuer determines it must receive the proceeds from the sale of all of the securities.

Types of underwriting agreements

All standby underwritings are done on a firm commitment basis. The Company has taken all necessary actions to ensure that, upon and at all times after the initial filing of the registration statement on Form F-1 No. Deloitte Touche Tohmatsu, who has audited and reviewed the financial statements included in each Registration Statement, the Time of Sale Prospectus and the Prospectus, is an independent registered public accounting firm as required by the Securities Act, and by the rules of the Public Company Accounting Oversight Board. 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. An underwriting agreement is a contract between a group of investment bankers who form an underwriting group or syndicate and the issuing corporation of a new securities issue. When issued and delivered against payment thereof, the ADSs deposited by such Selling Shareholder are freely transferable by such Selling Shareholder to or for the account of the Underwriters and there are no restrictions on subsequent transfers of such Offered Shares. The contract outlines the underwriting group's commitment to purchase the new securities issue, the agreed-upon price, the initial resale price, and the settlement date. None of the Company, any of its Subsidiaries, Mr.

Neither the Company, nor any of its Subsidiaries or Mr. The agreement ensures everyone involved understands their responsibility in the process.

Offering of Stock by the Underwriters.

Underwriting agreement pdf

Further Agreements of the Company. There are no statutes, regulations or contracts or other documents required under the Securities Act to be filed as exhibits to the Registration Statements and no legal or governmental proceedings, contracts or other documents required under the Securities Act to be described in the Registration Statements, the Time of Sale Prospectus and the Prospectus that are not so filed or described. If all of the securities are sold, the proceeds are released to the issuer. GAAP have been created in the financial statements of the Company. There are no affiliations or associations between any member of the Financial Industry Regulatory Authority, Inc. The Registration Statements, the Time of Sale Prospectus and the Prospectus, as they relate to such Selling Shareholder, in each case do not and will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, provided, however, that this representation and warranty shall apply only to statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by such Selling Shareholder expressly for use therein; and such Selling Shareholder is not prompted to sell the Offered ADSs to be sold by it hereunder by any material information concerning the Company or any of the Subsidiaries which is not set forth in the Registration Statement, the Time of Sale Prospectus and the Prospectus. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus or Prospectus. Delivery of and Payment for the Stock. Other than as disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus, such Selling Shareholder does not have any registration rights to require the Company to file a registration statement under the Securities Act with respect to any securities of the Company or require the Company to include such securities with the Offered Shares registered pursuant to the Registration Statement. With an all or none underwriting, the issuer determines it must receive the proceeds from the sale of all of the securities. An underwriting agreement is a contract between a group of investment bankers who form an underwriting group or syndicate and the issuing corporation of a new securities issue. The Company has taken all necessary actions to ensure that, upon and at all times after the initial filing of the registration statement on Form F-1 No. Except for the free writing prospectuses, if any, identified in Schedule III hereto, and electronic road shows, if any, each furnished to you before first use, the Company has not prepared, used or referred to, and will not, without your prior consent, prepare, use or refer to, any free writing prospectus. Purchase of the Stock by the Underwriters.

Any certificate signed by any officer or director of the Company and delivered to the Representative or counsel for the Underwriters as required or contemplated by this Agreement shall constitute a representation and warranty hereunder by the Company and Mr.

Delivery of and Payment for the Stock. A standby underwriting agreement is used in conjunction with a preemptive rights offering. The authorized capital stock of the Company conforms as to legal matters to the description thereof contained in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus.

types of underwriting ppt

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.

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Form of Underwriting Agreement