New York Underwriting Agreement between Telaxis Communications Corp. and Credit Suisse First Boston Corp. regarding issuance and sale of shares of common stock

• Category: Corporations - Public - Agreements - Underwriting
• State: Multi-State
• Control #: US-EG-9397
• Format: Word; Rich Text

Description

Underwriting Agreement between Telaxis Communications Corporation and Credit Suisse First Boston Corporation regarding the issuance and sale of shares of common stock dated 00/00. 25 pages. The New York Underwriting Agreement, between Tel axis Communications Corp. and Credit Suisse First Boston Corp., is a comprehensive legal contract that outlines the terms and conditions for the issuance and sale of shares of common stock. This agreement serves to protect the interests of both parties involved in the offering process, ensuring a smooth and transparent transaction. Keywords: New York Underwriting Agreement, Tel axis Communications Corp., Credit Suisse First Boston Corp., issuance of shares, sale of shares, common stock. Key Components of the New York Underwriting Agreement: 1. Overview: The agreement provides an overview of the transaction, identifying the parties, the purpose, and the nature of the offering. 2. Underwriting Terms: This section outlines the details of the underwriting arrangement, including the number of shares to be issued, the offering price, and any restrictions or conditions related to the offering. 3. Representations and Warranties: Both Tel axis Communications Corp. and Credit Suisse First Boston Corp. make certain representations and warranties regarding the accuracy of the provided information, compliance with regulations, and the absence of any material adverse changes. 4. Covenants: The agreement may include various covenants agreed upon by both parties, such as Tel axis Communications Corp.'s commitment to provide all necessary financial statements and disclosures, cooperate in drafting the prospectus, and maintain compliance with applicable laws and regulations. 5. Indemnification: This section addresses the allocation of risk and responsibility between the parties. It outlines the indemnification obligations, which protect Tel axis Communications Corp. from any losses or liabilities that may arise due to misrepresentations or breach of contract. 6. Underwriters' Rights and Responsibilities: The agreement specifies the role and rights of Credit Suisse First Boston Corp. as an underwriter. It encompasses their obligations to use the best efforts to sell the offered shares, comply with applicable regulations, and maintain confidentiality of any material non-public information. 7. Selling Restrictions: If applicable, the agreement may establish any selling restrictions or lock-up periods that restrict the sale of the issued shares by Tel axis Communications Corp.'s insiders or major shareholders. Different Types of New York Underwriting Agreements: 1. Firm Commitment Underwriting Agreement: This type of agreement is the most common and straightforward, where the underwriter agrees to purchase and assume the risk of reselling all shares being offered by Tel axis Communications Corp. 2. The Best Efforts Underwriting Agreement: In this scenario, the underwriter commits to making their best effort to sell the offered shares but does not guarantee their purchase. The underwriter assumes no financial risk and is only compensated with a specific commission fee for any sold shares. 3. Standby Underwriting Agreement: This type of agreement is generally used for rights offerings. The underwriter agrees to purchase any unsubscribed shares to ensure the success of the offering, providing support to Tell axis Communications Corp. in case existing shareholders do not exercise their rights to purchase additional shares. It is important to note that while these variations exist, the specific type of underwriting agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. regarding the issuance and sale of shares of common stock would need to be referred to in the actual agreement documents.

The New York Underwriting Agreement, between Tel axis Communications Corp. and Credit Suisse First Boston Corp., is a comprehensive legal contract that outlines the terms and conditions for the issuance and sale of shares of common stock. This agreement serves to protect the interests of both parties involved in the offering process, ensuring a smooth and transparent transaction. Keywords: New York Underwriting Agreement, Tel axis Communications Corp., Credit Suisse First Boston Corp., issuance of shares, sale of shares, common stock. Key Components of the New York Underwriting Agreement: 1. Overview: The agreement provides an overview of the transaction, identifying the parties, the purpose, and the nature of the offering. 2. Underwriting Terms: This section outlines the details of the underwriting arrangement, including the number of shares to be issued, the offering price, and any restrictions or conditions related to the offering. 3. Representations and Warranties: Both Tel axis Communications Corp. and Credit Suisse First Boston Corp. make certain representations and warranties regarding the accuracy of the provided information, compliance with regulations, and the absence of any material adverse changes. 4. Covenants: The agreement may include various covenants agreed upon by both parties, such as Tel axis Communications Corp.'s commitment to provide all necessary financial statements and disclosures, cooperate in drafting the prospectus, and maintain compliance with applicable laws and regulations. 5. Indemnification: This section addresses the allocation of risk and responsibility between the parties. It outlines the indemnification obligations, which protect Tel axis Communications Corp. from any losses or liabilities that may arise due to misrepresentations or breach of contract. 6. Underwriters' Rights and Responsibilities: The agreement specifies the role and rights of Credit Suisse First Boston Corp. as an underwriter. It encompasses their obligations to use the best efforts to sell the offered shares, comply with applicable regulations, and maintain confidentiality of any material non-public information. 7. Selling Restrictions: If applicable, the agreement may establish any selling restrictions or lock-up periods that restrict the sale of the issued shares by Tel axis Communications Corp.'s insiders or major shareholders. Different Types of New York Underwriting Agreements: 1. Firm Commitment Underwriting Agreement: This type of agreement is the most common and straightforward, where the underwriter agrees to purchase and assume the risk of reselling all shares being offered by Tel axis Communications Corp. 2. The Best Efforts Underwriting Agreement: In this scenario, the underwriter commits to making their best effort to sell the offered shares but does not guarantee their purchase. The underwriter assumes no financial risk and is only compensated with a specific commission fee for any sold shares. 3. Standby Underwriting Agreement: This type of agreement is generally used for rights offerings. The underwriter agrees to purchase any unsubscribed shares to ensure the success of the offering, providing support to Tell axis Communications Corp. in case existing shareholders do not exercise their rights to purchase additional shares. It is important to note that while these variations exist, the specific type of underwriting agreement between Tel axis Communications Corp. and Credit Suisse First Boston Corp. regarding the issuance and sale of shares of common stock would need to be referred to in the actual agreement documents.