Utah Underwriting Agreement for the Issuance and Sale of Common Stock between Tel axis Communications Corp. and Credit Suisse First Boston Corp. This detailed description provides an overview of the Utah Underwriting Agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. with a focus on the issuance and sale of shares of common stock. Key terms and relevant keywords related to this agreement are highlighted throughout the content. Overview: The Utah Underwriting Agreement is a legal contract between Tel axis Communications Corp. (the "Company") and Credit Suisse First Boston Corp. (the "Underwriter") that establishes the terms and conditions for the issuance and sale of shares of common stock in the state of Utah. This agreement outlines the responsibilities and obligations of both parties involved in the underwriting process. Types of Utah Underwriting Agreements: There can be variations in Utah Underwriting Agreements between the Company and the Underwriter depending on specific terms and conditions. Some common types may include: 1. Firm Commitment Underwriting Agreement: This type of agreement guarantees that the Underwriter will purchase and underwrite the entire offering of shares from the Company. The Underwriter assumes the risk of not being able to sell all the shares to investors, ensuring the Company receives the agreed-upon funds. This type provides more certainty to the Company regarding the capital raised. 2. The Best Efforts Underwriting Agreement: In this agreement, the Underwriter commits to making its best effort to sell the offered shares to investors, but without the guarantee of purchasing any unsold shares. The Underwriter's responsibility is limited to acting as an agent and does not assume financial risk if the shares are not fully subscribed. The Company may not have full assurance of the final capital raised under this agreement. Key Terms in the Utah Underwriting Agreement: 1. Issuance of Shares: This agreement outlines the number of shares, their par value, and the offering price at which they will be issued. The Company provides the Underwriter with the authority to distribute the shares in the market and to act as the agent for selling the shares to potential investors. 2. Underwriting Compensation: This section defines the compensation that the Underwriter will receive for its services, often in the form of underwriting fees or discounts. These fees can be fixed in nature or calculated as a percentage of the offering price. The agreement may also specify whether any additional expenses will be reimbursed by the Company. 3. Offering Procedures and Marketing: The agreement includes details about marketing the offering to potential investors, such as the timeline for the offering, any necessary registrations, and the marketing methods to be employed. The Underwriter will typically assist the Company in preparing necessary marketing materials and coordinating roadshows or investor conferences. 4. Representations and Warranties: This section states the representations and warranties made by the Company regarding its financial statements, operations, and compliance with applicable laws and regulations. The Company ensures the accuracy of the information provided to the Underwriter to maintain investor confidence and mitigate any potential legal risks. 5. Indemnification and Termination: The agreement includes provisions for indemnification, limiting the liability of the Company and the Underwriter in case of breaches or misrepresentations. It also outlines the circumstances under which either party can terminate the agreement, such as a material adverse change in the Company's financial condition or a violation of securities laws. In conclusion, the Utah Underwriting Agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. regulates the issuance and sale of shares of common stock in Utah. Depending on the specific terms, the agreement may vary and could be a Firm Commitment Underwriting Agreement or a Best Efforts Underwriting Agreement. Its key components include the issuance of shares, underwriting compensation, offering procedures, representations and warranties, and indemnification, among others. These agreement provisions ensure a mutual understanding and protection for both the Company and the Underwriter throughout the underwriting process.
Utah Underwriting Agreement between Telaxis Communications Corp. and Credit Suisse First Boston Corp. regarding issuance and sale of shares of common stock
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Underwriting (UW) services are provided by some large financial institutions, such as banks, insurance companies and investment houses, whereby they guarantee payment in case of damage or financial loss and accept the financial risk for liability arising from such guarantee.
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. There are several ways of structuring an underwriting agreement including best efforts and firm commitment, among others.
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.
While firm commitment and best efforts agreements are the most common types of underwriting deals, there are other alternatives as well.
It is suitable for use by either: A Public Limited Company arranging terms with an Underwriter who is eligible under the SEBI Act, 1992; A Share broker, merchant banker / underwriting firm in an arrangement for subscription to the public issue of a Public Limited Company.
This type of underwriting can involve individual stocks and debt securities, including government, corporate, or municipal bonds. Underwriters or their employers purchase these securities to resell them for a profit either to investors or dealers (who sell them to other buyers).
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.
An underwriting agreement is a statutory necessity for Companies who have decided to increase their share capital by the issue of equity share. It is mandatory for the Company to file this agreement with the prospectus of public issue of shares/debentures with the Registrar of Companies.
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.