i. underwriting agreements

More documents

Recommendations

Info

I. UNDERWRITING AGREEMENTS Miscellaneous • Defaulting Underwriter – if one of the underwriters defaults on its obligation to purchase, this section addresses how alternative arrangements may be made, when the remaining underwriters must step in to purchase their pro rata share of the defaulting underwriter’s commitment or alternatively, when the agreement may terminate • Survival – provides that the representations, warranties and indemnities survive closing or termination • “etoys” clause – makes clear that no fiduciary relationship exists between the parties and that the transaction between the issuer, any selling shareholders and the underwriters is being conducted on an arms-length basis • Additional general contractual provisions regarding notices, successors and governing law • Foreign issuers – appointment of agent for service of process, waiver of immunity, judgment currency 14
I. UNDERWRITING AGREEMENTS Exhibits – Lockup Agreements • Underwriters obtain contractual agreements from officers, directors and major shareholders • Time period is typically the same as for the company and selling shareholders (180 days in an IPO) • Typically negotiated in tandem with the underwriting agreement • Receipt of executed lockup agreements is a representation or condition to closing in the underwriting agreement • In an IPO, underwriters will negotiate to have them executed far in advance, usually before the marketing begins • What is the purpose • Give investors assurance that the market for the equity being issued will not have to absorb additional supply coming from those locked up • Facilitate the orderly distribution by preventing large blocks of stock being dumped in the market while the distribution is in process or in the intermediate after-market, particularly by insiders 15
Page 1 and 2: HOW TO PREPARE AN INITIAL PUBLIC OF
Page 3 and 4: I. UNDERWRITING AGREEMENTS Parties,
Page 5 and 6: I. UNDERWRITING AGREEMENTS Represen
Page 7 and 8: I. UNDERWRITING AGREEMENTS Conditio
Page 9 and 10: I. UNDERWRITING AGREEMENTS Indemnif
Page 11 and 12: I. UNDERWRITING AGREEMENTS Indemnif
Page 13: I. UNDERWRITING AGREEMENTS Expenses
Page 17 and 18: I. UNDERWRITING AGREEMENTS Exhibits
Page 19 and 20: II. THE FINRA REVIEW PROCESS Exhibi
Page 21 and 22: II. THE FINRA REVIEW PROCESS Underw
Page 23 and 24: II. THE FINRA REVIEW PROCESS Lockup
Page 25: II. THE FINRA REVIEW PROCESS Confli

i. underwriting agreements

Create successful ePaper yourself

Delete template?

Save as template?