i. underwriting agreements

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I. UNDERWRITING AGREEMENTS Covenants • Agreements of the issuer to maintain the accuracy of the prospectus, notify the underwriters of certain events such as a stop order or the inaccuracy of any reps and warranties, maintain a listing of the securities and refrain from activities that stabilize or manipulate the price of the securities • Lockup or “clear market” provision is by far the most negotiated covenant • Issuer agrees not to sell shares or securities convertible into shares or make any public announcement regarding such a sale, including through the filing of a registration statement, for a period of time after the offering, usually 180 days for an IPO • Issuer negotiates certain carveouts to this restriction such as issuances in connection with employee compensation plans or in connection with M&A activity • Selling shareholders may have a lockup provision in the <strong>underwriting</strong> agreement or may sign up the form of separate lockup agreement that non-selling shareholders, officers and directors sign • Underwriters covenant not to use any free writing prospectus that would create an issuer filing obligation 6
I. UNDERWRITING AGREEMENTS Conditions to the Obligations of the Underwriters • Closing conditions are the conditions that need to be true or other obligations that need to be met in order for the underwriters to be obligated to purchase the securities and close the transaction • Includes documents that need to be delivered to the underwriters, such as certificates, opinions and comfort letters • Includes condition that the representations and warranties are accurate on the day of settlement and, in particular, that there be no material adverse change in the issuer’s business • If a condition is not met, the underwriters can either waive the condition or terminate the agreement and unwind trades 7
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i. underwriting agreements

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