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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 underwriting agreement contains an agreement by the underwriter(s) to purchase the offered securities from the issuer or other seller and to resell them to the public, the underwriting discount, representations and warranties of the parties, certain covenants, expense allocation and indemnification provisions.
The underwriting agreement contains the details of the transaction, including the underwriting group's commitment to purchase the new securities issue, the agreed-upon price, the initial resale price, and the settlement date. A best-efforts underwriting agreement is mainly used in the sales of high-risk securities.
An underwriter is any party, usually a member of a financial organization, that evaluates and assumes another party's risk in mortgages, insurance, loans, or investments for a fee, usually in the form of a commission, premium, spread, or interest.
The types of underwriter commitment options are: (1) firm commitment, in which the underwriter guarantees the purchase and resale of all shares; (2) best efforts, in which shares are sold to investors with no guarantee that all of them will be distributed; (3) all-or-none agreement, in which failure to distribute all ...
Underwriting Party means any of the Underwriter, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent of "controlling person" (as such item is used in the Securities Act) of any of the foregoing.
--All members of the syndicate, including the managing underwriter, sign the agreement among underwriters.
In connection with a registered securities offering, the underwriters of the offering typically enter into an underwriting agreement with the issuer of the securities and any selling stockholders.