Underwriting Agreement Pursuant to Reorganization

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Underwriting Agreement Pursuant to Reorganization Powered By Docstoc
					This is an agreement that is entered into between a company and an underwriter for the
sale of company stock after reorganization. The underwriter warrants that they will offer
the company's stock for sale to the general public in return for a commission
percentage. The company must specify the number of shares offered for sale and they
can attach the company prospectus to this agreement under “Schedule A.” This
agreement can be used by small businesses or other entities that want to engage the
services of an underwriter to offer company shares to the general public after
reorganization.
           UNDERWRITING AGREEMENT PURSUANT TO
                    REORGANIZATION
      THIS UNDERWRITING AGREEMENT (the “Agreement”), is made this ____ day of
_________________, 201_____, by and between _________________ (the “Company”) and
_______________ (the “Underwriter”).

       WHEREAS the Company is going to offer to the general public for purchase ________
[PROVIDE NUMBER OF SHARES] shares in the capital stock of the Company pursuant to
the terms and conditions of the prospectus annexed hereto as Schedule “A” together with any
and all amendments or modifications which the Company and the Underwriter may deem
necessary or desirable;

        AND WHEREAS the Underwriter has agreed to provide his/her/its services to underwrite
the shares being offered for sale to the general public on the terms and conditions contained
herein.

        NOW THEREFORE in consideration of the mutual promises and covenants contained
herein, the Company and the Underwriter hereby acknowledge and agree as follows:

1.00   In the event the Company offers its said ________ shares to the general public for sale
       before the ____ day of ___________, 201______, in accordance with the terms and
       conditions of the prospectus annexed hereto as Schedule “A”, the Underwriter
       acknowledges and agrees that prior to the closing of any subscription for the said
       ________ shares, the Underwriter shall apply at par for the said ____________ shares of
       the Company being subscribed for.

2.00   The prospectus annexed hereto as Schedule “A” shall be in a form and contain terms and
       conditions mutually agreed-upon by the Underwriter and the Company and the
       Underwriter and the Company shall amend the said terms and conditions of the
       prospectus from time-to-time as the Underwriter and the Company may deem necessary
       or desirable.

3.00   On the closing of any subscriptions for the said ________ shares of the Company
       received from the general public, the Underwriter’s responsibility shall terminate and no
       issuance of _________ shares shall be made pursuant to this Agreement. However, in the
       event the said _______ shares of the Company are not issued to the general public and a
       lesser number of shares are issued, the responsibility and duty of the Underwriter shall
       terminate and no issuance of _________ shares shall be made pursuant to this
       Agreement. However, in the event the said _________ shares are not issued to the
       general public and a lesser number of _________ shares are issued, the responsibility and
       duty of the Underwriter shall be to stand for the difference between the said _______
       shares and the number of __________ shares issued to the general public.


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4.00   The Company acknowledges and agrees with the Underwriter that the Company shall
       deliver to the Underwriter a commission at the rate of _______ (____%) percent on the
       nominal value of the ________ shares of the Company so issued to the general public.
       The Company shall deliver the said commission to the Underwriter within ______ (___)
       days after the issuance of the said ________ shares of the Company to the general public.
       The commission shall be delivered by the Company to the Underwriter by way of cash,
       check, bank draft or wire transfer or by such other means as the Company and the
       Underwriter may agree in writing.

5.00   The Underwriter acknowledges and agrees that this Agreement shall be irrevocable on
       the part of the Underwriter. In the event the Underwriter fails to issue any _______
       shares subscribed for by the general public, this Agreement shall be sufficient for the
       purposes of authorizing and directing the Company to issue such ________ shares to the
       general public upon receiving a subscription for same and any such issuance shall be
       done on behalf of the Underwriter by the Company in accordance with the terms and
       conditions of the prospectus annexed hereto as Schedule “A”.

6.00   This Agreement shall be construed and governed by the laws of the State of __________.
       Should any provision or provisions of the Agreement and/or its conditions be illegal or
       not enforceable, it or they shall be considered separate and severable from the Agreement
       and its remaining provisions and conditions shall remain in force and be binding upon the
       parties hereto as though the said provision or provisions or conditions had never been
       included.

7.00 This Agreement, together with any contemporaneous written agreements and any prior
written agreements (to the extent not superseded by this Agreement) that relate to the offering of
the said __________ shares, represents the entire agreement between the Company and the
Underwriter, on the one hand, and the Underwriters, on the other, with respect to the preparation
of any preliminary prospectus, the prospectus annexed hereto as Schedule “A”, the conduct of
the share offering and the purchase and sale of the said _________ shares to the general public.


8.00 The Company acknowledges that in connection with the offering of the said ______
shares the Underwriter has acted at arm’s length and is not an agent of and owes no fiduciary
duties to the Company or any other person. The Underwriter shall owe the Company only those
duties and obligations set forth in this Agreement and the prospectus annexed hereto as Schedule
“A” and any and all prior written agreements (to the extent not superseded by this Agreement) if
any. The Company waives to the full extent permitted by applicable law any claims it may have
against the Underwriter arising from an alleged breach of fiduciary duty in connection with the
offering      of    the      said      _________     shares     to     the    general     public.




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9.00 This Agreement may be signed in two or more counterparts, each of which shall be an
original, with the same effect as if the signatures thereto and hereto were upon the same
instrument.

      1IN WITNESS WHEREOF the Company and the Underwriter have executed this
Agreement as of the day and year first written above.


SIGNED, SEALED AND DELIVERED                   )
 in the presence of                            )
                                               )
                                               )
                                               )
                                               Underwriter

                                               (COMPANY)
                                               Per:



                                               Name: ______________________
                                               Title: ______________________
                                               I have authority to bind the Company.
                                                                     5


				
DOCUMENT INFO
Description: This is an agreement that is entered into between a company and an underwriter for the sale of company stock after reorganization. The underwriter warrants that they will offer the company's stock for sale to the general public in return for a commission percentage. The company must specify the number of shares offered for sale and they can attach the company prospectus to this agreement under “Schedule A.” This agreement can be used by small businesses or other entities that want to engage the services of an underwriter to offer company shares to the general public after reorganization.