The purpose of the underwriting agreement is to ensure that all of the players understand their responsibility in the process, thus minimizing potential conflict. A firm commitment underwriting agreement is the most desirable for the issuer because it guarantees them all of their money right away. The more in demand the offering is, the more likely it is that it will be done on a firm commitment basis. A market out clause frees the underwriter from their obligation to purchase all of the securities in case of a development that impairs the quality of the securities or that adversely affects the issuer.
Indemnification of Directors and Officers Our amended and restated certificate of incorporation will provide that a director will not be liable to the corporation or its stockholders for monetary damages to the fullest extent permitted by the DGCL.
In addition, if the DGCL is amended to authorize the further elimination or limitation of the liability of directors, then the liability of a director of the corporation, in addition to the limitation on personal liability provided for in our certificate of incorporation, will be limited to the fullest extent permitted by the amended DGCL.
Our amended and restated bylaws will provide that the corporation will indemnify, and advance expenses to, any officer or director to the fullest extent authorized by the DGCL. Our amended and restated certificate of incorporation will also contain indemnification rights for our directors and our officers.
Specifically, our amended and restated certificate of incorporation will provide that we shall indemnify our officers and directors to the fullest extent authorized by the DGCL. Further, we may maintain insurance on behalf of our officers and directors against expense, liability or loss asserted incurred by them in their capacities as officers and directors.
We will enter into written indemnification agreements with our directors and executive officers. Under these proposed agreements, if an officer or director makes a claim of indemnification to us, either a majority of the independent directors or independent legal counsel selected by the independent directors must review the relevant facts and make a determination whether the officer or director has met the standards of conduct under Delaware law that would permit under Delaware law and require under the indemnification agreement us to indemnify the officer or director.
The underwriting agreement provides for indemnification by the underwriters of us and our officers and directors, and by us of the underwriters, for certain liabilities arising under the Securities Act or otherwise in connection with this offering.
Recent Sales of Unregistered Securities During the past three years, we have issued unregistered securities to a limited number of persons, as described below. All share and price information included in this section does not reflect the impact of the expected pre-offering split of our common stock.
The following table sets forth information on the restricted stock awards issued by us and common stock issued pursuant to the exercise of stock options in the three years preceding the filing of this registration statement. Shared Issued Pursuant to Exercise of Option.6 A copy of the Underwriting Agreement between PacifiCorp and the underwriters, 7 including Wells Fargo, is included as Attachment A.
Providing quotes, calculating premiums and underwriting decisions. The Florida Senate. Home. Daily Digest. Calendar. Filed Today. Bill Actions. Spotlights. Organization Session; participation in bond underwriting.
Statewide and interlocal agreement on certification of business concerns for the status of minority business enterprise. Correspondent Loan Purchase and Sale Agreement The following is required to ensure that the Correspondent Loan Purchase and Sale Agreement (“Agreement”) is complete and acceptable: • The complete Agreement must be received.
RSG Underwriting Managers, LLC is a Delaware series limited liability company and a subsidiary of Ryan Specialty Group, LLC, specializing in providing underwriting management and other services to insurance companies, whose insurance products are lender may enter into a forbearance agreement.
8. Other Insurance: – as a condition to any. 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 .