This website uses cookies to ensure you have the best experience. Learn more

Underwriting Agreement Essay

4559 words - 19 pages

Underwriting Agreement

|Effective Date: |February 04, 2002 |
|Parties: |Aphton |
|Sectors: |Biotechnology / Pharmaceuticals |
|Law Firms: |Stroock & Stroock & Lavan, White & Case |
|Governing Law:  |New York |


Common Stock

($0.001 par value)


February 4, 2002

UBS Warburg LLC Morgan Keegan & Co., Inc.,
as Underwriters c/o UBS Warburg LLC 677 Washington Blvd. Stamford, ...view middle of the document...

Such registration statement (as so amended, if applicable) has been declared effective by the Commission and is referred to herein as the "Registration Statement." The final prospectus and all applicable amendments or supplements thereto (including any pricing supplements or prospectus supplements relating to the sale of Shares from time to time), in the form first furnished to the Underwriters, are collectively referred to herein as the "Prospectus." All references to the "Registration Statement" and the "Prospectus" also shall be deemed to include all documents incorporated therein by reference pursuant to the 1934 Act; provided, that if the Company files a registration statement with the Commission pursuant to Rule 462(b) under the Act (the "Rule 462(b) Registration Statement"), then, after such filing, all references to the "Registration Statement" also shall be deemed to include the Rule 462(b) Registration Statement. A "preliminary prospectus" shall be deemed to


refer to any prospectus used before the Registration Statement became effective and any prospectus furnished by the Company after the Registration Statement became effective which omitted information to be included in a form of prospectus filed with the Commission pursuant to Rule 424(b) under the Act. For purposes of this Agreement, all references to the Registration Statement, Prospectus or preliminary prospectus or to any amendment or supplement thereto shall be deemed to include any copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval System ("EDGAR").

The Company and the Underwriters agree as follows:

1. Sale and Purchase. Upon the basis of the warranties and representations and subject to the terms and conditions herein set forth, the Company agrees to sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Company the aggregate number of Shares set forth opposite the name of such Underwriter in Schedule A attached hereto in each case at a purchase price of $11.938 per Share. The Company is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Shares as soon after the effective date of the Registration Statement as in your judgment is advisable and (ii) initially to offer the Shares upon the terms set forth in the Prospectus.

2. Payment and Delivery. Payment of the purchase price for the Shares shall be made to the Company by Federal Funds wire transfer against delivery of the certificates for the Shares to you through the facilities of the Depository Trust Company (DTC) for the respective accounts of the Underwriters. Such payment and delivery shall be made at 10:00 A.M., New York City time, on February 7, 2002 (unless another time shall be agreed to by you and the Company or unless postponed in accordance with the provisions of Section 8 hereof). The time at which such payment and delivery are...

Other Papers Like Underwriting Agreement

Foreign Management Essay

1031 words - 5 pages , unified and standard inter - bank foreign exchange market, i.e. China Foreign Exchange Trade System(CFETS) was established. (5) Domestic enterprises that meeting some conditions was allowed to open settlement foreign exchange account to keep export receipts within the upper limit set by SAFE. On December 1st, 1996, China officially accepted the obligations of Article VIII of the IMF Articles of Agreement and made the RMB fully convertible for

Jetblue Ipo Case Study

2287 words - 10 pages offering price was set, therefore, the parties could let go of the agreement any time before the offering date. The SEC required firms to get their approval before selling equity to the public. The registration process included copies of the underwriting contract, the company’s charter and bylaws, a specimen of the security, and also the performance of “due diligence” procedures. During this period the lead underwriter formed an underwriter

Goldman and Sachs

2354 words - 10 pages clear to the investors because the standard underwriting practices went from three years to one quarter making the IPOs less profitable. The practice of “Selling Air” took on a long term effect; some of the IPO’s had not seen a profit even in 1999, the clients and companies were affected by Goldman’s practice of “selling air”. - An agreement set between Goldman and some of his best clients that provided an allocation of a certain portion of the

Banking Deregulation

4247 words - 17 pages early months of 1933. The investigation uncovered many abusive practices by banks and bank affiliates all which could have accelerated the stock market collapse. Such abusive practices include underwriting unsound securities to write off bad bank loans, activities which could be viewed as conflicts of interest, and pooling operations in order to support bank stock prices. Under mixed emotions from Congress and a public demanding increased

Business Terminology

2967 words - 12 pages his or her shares. 4. Call Option: Call option is an agreement that gives an investor the right (but not the obligation) to buy a stock, bond, commodity, or other instrument at a specified price within a specific time period. 5. Put Option: An option contract giving the owner the right, but not the obligation, to sell a specified amount of an underlying security at a specified price within a specified time. This is the opposite of a

Odi Case Paper

5112 words - 21 pages quarter fell $0.50 below the target of $15.50, then the claim of $455,000 (91 x ($0.50/$1.00) x $10,000) would be paid. 5. The contract would last for four quarters, until the end of the term of ODI’s and PEPCO’s original agreement. 6. The premiums ODI would pay International Insurance would be based on the expected present value of the claims International Insurance was to pay ODI. It would also include a “markup” that would represent

Qbe Analysis

2059 words - 9 pages above. GFC has exposed us to both significant threats and opportunities. The subsequent effects on our financial performance was complicated but led to a relatively stable profit. Risk Exposures We chooses the US dollars as its functional currency, because a significant percentage of our underwriting activities is denominated in US dollars and also the US dollar is widely understood by investors worldwide. Also, we use net profit after

Unethical Mortgage Lending and the Collapse of the American Economy

1494 words - 6 pages terms of the agreement (Curtis 2). Whether the borrower could adhere to the terms of the agreement or not, it was never the bank’s intention to hold that paper on the ledger as they looked to leverage their balance sheets. Leveraging a balance sheet gives an institution the ability to re-use and their lending capacity over and over again. This was accomplished by pooling these mortgages and selling them to investors (Curtis 2). These actions

Internet Investment Banking

5159 words - 21 pages investment banks might simply reflect the cost of doing business with relatively primitive information technology.12 But more fee-based competition seems likely to reduce those spreads in the very near future. Hambrecht predicts that OpenIPO will place IPOs for 3-5% of gross proceeds. More extreme predictions have suggested that existing technology could reduce an implicit underwriting fee of 150 basis points for a $100 million corporate bond issuance

International Business Considerations

2425 words - 10 pages influence the retail price by how much they charge the distributors. Samdai will need to decide if they want to offer exclusivity in designated territories for distributors or if they would like to sell too many different distributors and have them compete with each other. If Samdai wants to offer exclusivity then we will need to form a Distribution Agreement where in it specifies "minimal performance requirements" so that if the distributor does

Frm Syllabus

1406 words - 6 pages Smiles/Frowns, Volatility Term Structures, Volatility Surface 2. Exotic Options 3. Duration and Convexity of fixed income securities 4. Term structure models 5. Backtesting VaR 6. Mapping financial instruments to risk factors 7. Expected shortfall and coherent risk measures 8. Extreme Value Theory 9. Copulas and tail dependence 10. Mortgages and mortgage-backed securities (MBS) a. Underwriting mortgages b. Prepayment models c. Risks in mortgages and

Related Essays

Alibaba Ipo Essay

895 words - 4 pages . Alibaba, the selling shareholders and the underwriters named below have entered into an underwriting agreement with respect to the ADSs being offered-------Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., Goldman Sachs (Asia) L.L.C., J.P. Morgan Securities LLC, Morgan Stanley & Co. International plc and Citigroup Global Markets Inc. are acting as joint bookrunners of this offering and as the representatives of the underwriters. The

Captive Insurance Companies Essay

3109 words - 13 pages management of the various syndicates that operate under its name, including comments on the underwriting, risk management, business plan and capital requirements. The methods of evaluating the performance are PMDR and KPIs and so on. The last part in this report, it describe the Claims management structure at Lloyd’s and how claim settlement process operates. Because it has many financial strengths, the vision in the future should focus on

Chase Manhattan Bank: Disney World Essay

1456 words - 6 pages MF 820: Management of Financial Institutions Hong Kong Disneyland Finance Ron Shell Jiang Jiang Zhaojie Wang On August 10th 1999, Disney awarded the sole mandate to Chase Manhattan Bank for the Hong Kong Disneyland financing of HK $3.3 Billion. We believe this decision was beneficial for both parties. For Chase, the rewards included underwriting fee, interest payments, being a part of a big loan-financing project in Asia and developing

Role Of The Us Financial System

1081 words - 5 pages number of investors (Higgins, 2007, pp. 32-33). Investment Banks/Bankers Investment bankers offer several services to a company. Investment banks are financial intermediaries that merchandise stocks and bonds. Three components of an investment bank’s function exist between them and a company trying to raise funds and the investors who are buying the securities. Those components are origination, distribution and underwriting (Higgins, 2007