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Exhibit 1.2
22,312,500
Shares
AirTran Holdings,
Inc.
Common Stock, par value
$0.001 per share
UNDERWRITING
AGREEMENT
April 24, 2008.
April 24,
2008
Morgan Stanley & Co.
Incorporated
Credit Suisse Securities (USA)
LLC
c/o Morgan Stanley & Co.
Incorporated
1585 Broadway
New York, New York 10036
Dear Sirs and Mesdames:
AirTran Holdings, Inc., a
Nevada corporation (the “ Company ”), proposes
to issue and sell to the several Underwriters named in Schedule I
hereto (the “ Underwriters ”) 22,312,500 shares
of its Common Stock, par value $0.001 per share (the “
Firm Shares ”). The Company also proposes to issue and
sell to the several Underwriters not more than an additional
3,346,875 shares of its Common Stock, par value $0.001 per share
(the “ Additional Shares ”) if and to the extent
that you, as Managers of the offering, shall have determined to
exercise, on behalf of the Underwriters, the right to purchase such
shares of common stock granted to the Underwriters in
Section 2 hereof. The Firm Shares and the Additional Shares
are hereinafter collectively referred to as the “
Shares. ” The shares of Common Stock, par value $0.001
per share of the Company to be outstanding after giving effect to
the sales contemplated hereby are hereinafter referred to as the
“ Common Stock. ”
The Company has filed with
the Securities and Exchange Commission (the “
Commission ”) a registration statement, including a
prospectus on Form S-3 (File No. 333-127590), relating to the
Shares, to be issued from time to time by the Company. The
registration statement as amended to the date of this Agreement is
hereinafter referred to as the “ Registration
Statement ,” and the related prospectus dated
August 16, 2005 covering the Shares, is hereinafter referred
to as the “ Base Prospectus .” The Base
Prospectus, as supplemented by the prospectus supplement
specifically relating to the Shares in the form first used to
confirm sales of the Shares (or in the form first made available to
the Underwriter by the Company to meet requests of Purchasers
pursuant to Rule 173 under the Securities Act of 1933, as amended
(the “ Securities Act ”)) is hereinafter
referred to as the “ Prospectus ,” and the term
“ preliminary prospectus ” means the Base
Prospectus, as supplemented by the Preliminary Prospectus
Supplement dated April 22, 2008.
For purposes of this
Agreement, “ free writing prospectus ” has the
meaning set forth in Rule 405 under the Securities Act, “
Time of Sale
Prospectus ” means the
preliminary prospectus together with the free writing prospectuses,
if any, each identified in Schedule II hereto, and “
broadly available road show ” means a “bona fide
electronic road show” as defined in Rule 433(h)(5) under the
Securities Act that has been made available without restriction to
any person. As used herein, the terms “Base
Prospectus”, “Prospectus”, “Registration
Statement,” “preliminary prospectus,” and
“Time of Sale Prospectus” shall include in each case
the documents, if any, incorporated by reference therein. The terms
“ supplement ,” “ amendment
,” and “ amend ” as used in this Agreement
with respect to the Registration Statement, the Base Prospectus,
the Time of Sale Prospectus, the preliminary prospectus or any free
writing prospectus shall include all documents subsequently filed
by the Company with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the “ Exchange Act
”), that are incorporated by reference therein.
1. Representations and
Warranties . The Company represents and warrants to and agrees
with each of the Underwriters that:
(a) The Registration
Statement has become effective; no stop order suspending the
effectiveness of the Registration Statement is in effect, and no
proceedings for such purpose are pending before or threatened by
the Commission.
(b) Each document, if any,
filed or to be filed pursuant to the Exchange Act and incorporated
by reference in the Prospectus complied or will comply when so
filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder,
(i) the Registration Statement, when it became effective, did
not contain and, as amended or supplemented, if applicable, will
not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the
Registration Statement, the preliminary prospectus and the
Prospectus comply and, as amended or supplemented, if applicable,
will comply in all material respects with the Securities Act and
the applicable rules and regulations of the Commission thereunder,
(iii) the Time of Sale Prospectus does not, and at the time of
each sale of the Shares in connection with the offering at or prior
to the Closing Date (as defined in Section 4), the Time of
Sale Prospectus, as then amended or supplemented by the Company, if
applicable, will not, contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading, (iv) each broadly available
road show, if any, when considered together with the Time of Sale
Prospectus, does not contain any untrue statement of a material
fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which
they were made, not misleading and (v) the Prospectus
does
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not contain and, as amended
or supplemented, if applicable, will not contain any untrue
statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, except
that the representations and warranties set forth in this paragraph
do not apply to statements or omissions in the Registration
Statement, the Time of Sale Prospectus, or the Prospectus based
upon information relating to any Underwriter furnished to the
Company in writing by such Underwriter through you expressly for
use therein.
(c) The Company is a well
known seasoned issuer (as defined in Rule 405 under the Securities
Act) and is not an “ineligible issuer” in connection
with the offering pursuant to Rules 164, 405 and 433 under the
Securities Act. Any free writing prospectus that the Company is
required to file pursuant to Rule 433(d) under the Securities Act
has been, or will be, filed with the Commission in accordance with
the requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder. Each free writing
prospectus that the Company has filed, or is required to file,
pursuant to Rule 433(d) under the Securities Act or that was
prepared by or on behalf of or used or referred to by the Company
complies or will comply in all material respects with the
requirements of the Securities Act and the applicable rules and
regulations of the Commission thereunder. Except for the free
writing prospectuses, if any, identified in Schedule II hereto, and
electronic road shows, if any, furnished to you before first use,
the Company has not prepared, used or referred to, and will not,
without your prior consent, prepare, use or refer to, any free
writing prospectus.
(d) The Company has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct
its business as described in the Time of Sale Prospectus and is
duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership
or leasing of property requires such qualification, except to the
extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company and its
subsidiaries, taken as a whole.
(e) AirTran Airways, Inc. is
the only “significant subsidiary” of the Company within
the meaning of Regulation S-X. Each subsidiary of the Company,
including without limitation AirTran Airways, Inc., has been duly
incorporated, is validly existing as a corporation in good standing
under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct
its
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business as described in the
Prospectus and is duly qualified to transact business and is in
good standing in each jurisdiction in which the conduct of its
business or its ownership or leasing of property requires such
qualification, except to the extent that the failure to be so
qualified or be in good standing would not have a material adverse
effect on the Company and its subsidiaries, taken as a whole; all
of the issued shares of capital stock of each subsidiary of the
Company have been duly and validly authorized and issued, are fully
paid and non-assessable and are owned directly by the Company, free
and clear of all liens, encumbrances, equities or
claims.
(f) This Agreement has been
duly authorized, executed and delivered by the Company.
(g) The authorized capital
stock of the Company conforms in all material respects to the
description thereof contained in each of the Time of Sale
Prospectus and the Prospectus.
(h) The shares of Common
Stock outstanding prior to the issuance of the Shares have been
duly authorized and are validly issued, fully paid and
non-assessable.
(i) The Shares have been duly
authorized and, when issued and delivered in accordance with the
terms of this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject
to any preemptive or similar rights.
(j) The execution and
delivery by the Company of, and the performance by the Company of
its obligations under, this Agreement will not contravene any
provision of applicable law or the articles of incorporation or
by-laws of the Company or any agreement or other instrument binding
upon the Company or any of its subsidiaries that is material to the
Company and its subsidiaries, taken as a whole, or any judgment,
order or decree of any governmental body, agency or court having
jurisdiction over the Company or any subsidiary, and no consent,
approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the
Company of its obligations under this Agreement, except such as may
be required by the securities or Blue Sky laws of the various
states in connection with the offer and sale of the
Shares.
(k) There has not occurred
any material adverse change, or any development involving a
prospective material adverse change, in the condition, financial or
otherwise, or in the earnings, business or operations of the
Company and its subsidiaries, taken as a whole, from that set
forth
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in the Time of Sale
Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement).
(l) There are no legal or
governmental proceedings pending or, to the knowledge of the
Company, threatened to which the Company or any of its subsidiaries
is a party or to which any of the properties of the Company or any
of its subsidiaries is subject that are required to be described in
the Registration Statement or the Prospectus and are not so
described or any statutes, regulations, contracts or other
documents that are required to be described in the Registration
Statement or the Prospectus or to be filed as exhibits to the
Registration Statement that are not described or filed as required.
The Time of Sale Prospectus contains in all material respects the
same description of the foregoing matters contained in the
Prospectus.
(m) The preliminary
prospectus filed as part of the registration statement as
originally filed or as part of any amendment thereto, or filed
pursuant to Rule 424 under the Securities Act, complied when so
filed in all material respects with the Securities Act and the
applicable rules and regulations of the Commission
thereunder.
(n) The Company is not, and
after giving effect to the offering and sale of the Shares and the
application of the proceeds thereof as described in the Prospectus
will not be, required to register as an “investment
company” as such term is defined in the Investment Company
Act of 1940, as amended.
(o) The Company and its
subsidiaries (i) are in compliance with any and all applicable
foreign, federal, state and local laws and regulations relating to
the protection of human health and safety, the environment or
hazardous or toxic substances or wastes, pollutants or contaminants
(“ Environmental Laws ”), (ii) have
received all permits, licenses or other approvals required of them
under applicable Environmental Laws to conduct their respective
businesses and (iii) are in compliance with all terms and
conditions of any such permit, license or approval, except where
such noncompliance with Environmental Laws, failure to receive
required permits, licenses or other approvals or failure to comply
with the terms and conditions of such permits, licenses or
approvals would not, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a
whole.
(p) There are no costs or
liabilities associated with Environmental Laws (including, without
limitation, any capital or operating expenditures required for
clean-up, closure of properties or compliance with Environmental
Laws or any permit, license or approval,
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any related constraints on
operating activities and any potential liabilities to third
parties) which would, singly or in the aggregate, have a material
adverse effect on the Company and its subsidiaries, taken as a
whole.
(q) There are no contracts,
agreements or understandings between the Company and any person
granting such person the right to require the Company to file a
registration statement under the Securities Act with respect to any
securities of the Company, or to require the Company to include
such securities with the Shares registered pursuant to the
Registration Statement.
(r) The Company and its
subsidiaries possess such permits, licenses, approvals, consents
and other authorizations (collectively “ Governmental
Licenses ”) issued by the appropriate federal, state,
local or foreign regulatory agencies or bodies, including the
Department of Transportation and the Federal Aviation
Administration, necessary to conduct the business now operated by
it and its subsidiaries, except where failure to possess any such
governmental license would not, singly or in the aggregate, have a
material adverse effect on the Company; (ii) the Company and
its subsidiaries are in compliance with the terms and conditions of
all such Governmental Licenses, except where the failure so to
comply would not, singly or in the aggregate, have a material
adverse effect on the Company; (iii) all of the Government
Licenses are valid and in full force, except when the invalidity of
such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not have a material
adverse effect on the Company and its subsidiaries taken as a
whole; and (iv) the Company and its subsidiaries have not
received any notice of proceedings relating to the revocation or
modification of any such Governmental Licenses which, singly or in
the aggregate, is reasonably likely to have a material adverse
effect on the Company.
(s) AirTran Airways, Inc.
(i) is an “air carrier” within the meaning of 49
U.S.C. Section 40102(a); (ii) holds an air carrier
operating certificate issued by the Secretary of Transportation
pursuant to Chapter 447 of Title 49 of the United States Code for
aircraft capable of carrying 10 or more individuals or 6,000 pounds
or more of cargo; and (iii) is a “citizen of the United
States” as defined in 49 U.S.C.
Section 401102.
(t) The Company and its
subsidiaries maintain a system of internal accounting controls
sufficient to provide reasonable assurance that
(i) transactions are executed in accordance with
management’s general or specific authorizations;
(ii) transactions are recorded as necessary to permit
preparation of financial statements in conformity with generally
accepted accounting principles and to maintain asset
accountability; (iii)
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access to assets is permitted
only in accordance with management’s general or specific
authorization; and (iv) the recorded accountability for assets
is compared with the existing assets at reasonable intervals and
appropriate action is taken with respect to any
differences.
(u) Neither the Company nor
any of its subsidiaries or affiliates, nor, to the best of the
Company’s knowledge, any director, officer, employee, agent
or representative of the Company or of any of its subsidiaries or
affiliates, has taken or will take any action in furtherance of an
offer, payment, promise to pay, or authorization or approval of the
payment or giving of money, property, gifts or anything else of
value, directly or indirectly, to any “government
official” (including any officer or employee of a government
or government-owned or controlled entity or of a public
international organization, or any person acting in an official
capacity for or on behalf of any of the foregoing, or any political
party or party official or candidate for political office) to
influence official action or secure an improper advantage; and, to
the best of the Company’s knowledge, the Company and its
subsidiaries and affiliates have conducted their businesses in
compliance with applicable anti-corruption laws and have instituted
and maintain and will continue to maintain policies and procedures
designed to promote and achieve compliance with such laws and with
the representation and warranty contained herein.
(v) To the best of the
Company’s knowledge, the operations of the Company and its
subsidiaries are and have been conducted in material compliance
with (i) applicable financial recordkeeping and reporting
requirements, including those of the Bank Secrecy Act, as amended
by Title III of the Uniting and Strengthening America by Providing
Appropriate Tools Required to Intercept and Obstruct Terrorism Act
of 2001 (USA PATRIOT Act), and (ii) applicable anti-money
laundering statutes of jurisdictions where the Company and its
subsidiaries conduct business, the rules and regulations thereunder
and any related or similar rules, regulations or guidelines,
issued, administered or enforced by any governmental agency
(collectively, the “ Anti-Money Laundering Laws
”). No action, suit or proceeding by or before any court or
governmental agency, authority or body or any arbitrator involving
the Company or any of its subsidiaries with respect to the
Anti-Money Laundering Laws is pending or, to the best knowledge of
the Company, threatened.
(w)(i) The Company represents
that neither the Company nor any of its subsidiaries (collectively,
the “ Entity ”) or, to the knowledge of the
Entity, any director, officer, employee, agent, affiliate or
representative of the Entity, is an individual or entity (“
Person ”) that is, or is owned or controlled by a
Person that is:
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(A) the subject of any
sanctions administered or enforced by the U.S. Department of
Treasury’s Office of Foreign Assets Control (“
OFAC ”), the United Nations Security Council (“
UNSC ”), the European Union (“ EU
”), Her Majesty’s Treasury (“ HMT
”), or other relevant sanctions authority (collectively,
“ Sanctions ”), nor
(B) located, organized or
resident in a country or territory that is the subject of Sanctions
(including, without limitation, Burma/Myanmar, Cuba, Iran, North
Korea, Sudan and Syria).
(ii) The Entity represents
and covenants that it will not, directly or indirectly, use the
proceeds of the offering, or lend, contribute or otherwise make
available such proceeds to any subsidiary, joint venture partner or
other Person:
(A) to fund or facilitate any
activities or business of or with any Person or in any country or
territory that, at the time of such funding or facilitation, is the
subject of Sanctions; or
(B) in any other manner that
will result in a violation of Sanctions by any Person (including
any Person participating in the offering, whether as underwriter,
advisor, investor or otherwise).
(iii) The Entity represents
and covenants that for the past 5 years, it has not knowingly
engaged in, is not now knowingly engaged in, and will not engage
in, any dealings or transactions with any Person, or in any country
or territory, that at the time of the dealing or transaction is or
was the subject of Sanctions.
2. Agreements to Sell and
Purchase. The Company hereby agrees to sell to the several
Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the
conditions hereinafter stated, agrees, severally and not jointly,
to purchase from the Company the respective numbers of Firm Shares
set forth in Schedule I hereto opposite its name at $3.04 a
share (the “ Purchase Price ”).
On the basis of the
representations and warranties contained in this Agreement, and
subject to its terms and conditions, the Company agrees to sell to
the Underwriters the Additional Shares, and the Underwriters shall
have the right to purchase, severally and not jointly, up to
3,346,875 Additional Shares at the Purchase Price, subject to the
conditions specified in this paragraph. You may exercise this right
on behalf of the Underwriters by giving written notice to the
Company not later than 30 days after the date of this Agreement.
The exercise notice shall specify the number of Additional Shares
to be purchased by the Underwriters and the date on which such
shares are to be purchased. Such
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purchase date may be the same as the
Closing Date (as defined below) but may not be earlier than the
Closing Date nor later than ten business days after the date of
such notice. Additional Shares may be purchased as provided in
Section 4 hereof solely for the purpose of covering
over-allotments made in connection with the offering of the Firm
Shares. On the day, if any, that Additional Shares are to be
purchased (the “ Option Closing Date ”), each
Underwriter agrees, severally and not jointly, to purchase the
number of Additional Shares (subject to such adjustments to
eliminate fractional shares as you may determine) that bears the
same proportion to the total number of Additional Shares to be
purchased on such Option Closing Date as the number of Firm Shares
set forth in Schedule I hereto opposite the name of such
Underwriter bears to the total number of Firm Shares. The option to
purchase Additional Shares may be exercised at any time within 30
days after the date of this Agreement, but no more than
once.
The Company hereby agrees
that, without the prior written consent of Morgan
Stanley & Co. Incorporated and Credit Suisse Securities
(USA) LLC on behalf of the Underwriters, it will not, during the
period ending 90 days after the date of the Prospectus,
(i) offer, pledge, sell, contract to sell, sell any option or
contract to purchase, purchase any option or contract to sell,
grant any option, right or warrant to purchase, lend, or otherwise
transfer or dispose of, directly or indirectly, any shares of
Common Stock or any securities convertible into or exercisable or
exchangeable for shares of Common Stock or (ii) enter into any
swap or other arrangement that transfers to another, in whole or in
part, any of the economic consequences of ownership of shares of
Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of shares
of Common Stock or such other securities, in cash or otherwise or
(iii) file any registration statement with the Commission
relating to the offering of any shares of Common Stock or any
securities convertible into or exercisable or exchangeable for
shares of Common Stock. The foregoing sentence shall not apply to
(A) the Shares to be sold hereunder or (B) the issuance
by the Company of shares of Common Stock upon the exercise of an
option or warrant or the conversion of a security outstanding on
the date hereof of which the Underwriters have been advised in
writing.
3. Terms of Public
Offering . The Company is advised by you that the Underwriters
propose to make a public offering of their respective portions of
the Shares as soon after the Registration Statement and this
Agreement have become effective as in your judgment is advisable.
The Company is further advised by you that the Shares are to be
offered to the public initially at $3.20 a share (the “
Public Offering Price ”) and to certain dealers
selected by you at a price that represents a concession not in
excess of $0.10 a share under the Public Offering Price.
4. Payment and
Delivery. Payment for the Firm Shares shall be made to the
Company in Federal or other funds immediately available in New
York
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City against delivery of such Firm
Shares for the respective accounts of the several Underwriters at
10:00 a.m., New York City time, on April 30, 2008 or at such
other time on the same or such other date, not later than
May 2, 2008, as shall be designated in writing by you. The
time and date of such payment are hereinafter referred to as the
“ Closing Date .”
Payment for any Additional
Shares shall be made to the Company in Federal or other funds
immediately available in New York City against delivery of such
Additional Shares for the respective accounts of the several
Underwriters at 10:00 a.m., New York City time, on the date
specified in the corresponding notice described in Section 2
or at such other time on the same or on such other date, in any
event not later than May 30, 2008, as shall be designated in
writing by you.
The Firm Shares and
Additional Shares shall be registered in such names and in such
denominations as you shall request in writing not later than one
full business day prior to the Closing Date or the applicable
Option Closing Date, as the case may be. The Firm Shares and
Additional Shares shall be delivered to you on the Closing Date or
the Option Closing Date, as the case may be, for the respective
accounts of the several Underwriters, with any transfer taxes
payable in connection with the transfer of the Shares to the
Underwriters duly paid, against payment of the Purchase Price
therefor.
5. Conditions to the
Underwriters’ Obligations. The obligations of the Company
to sell the Shares to the Underwriters and the several obligations
of the Underwriters to purchase and pay for the Shares on the
Closing Date are subject to the following conditions:
(a) Subsequent to the
execution and delivery of this Agreement and prior to the Closing
Date:
(i) there shall not have
occurred any downgrading, nor shall any notice have been given of
any intended or potential downgrading or of any review for a
possible change that does not indicate the direction of the
possible change, in the rating accorded any of the Company’s
securities by any “nationally recognized statistical rating
organization,” as such term is defined for purposes of Rule
436(g)(2) under the Securities Act; and
(ii) there shall not have
occurred any change, or any development involving a prospective
change, in the condition, financial or otherwise, or in the
earnings, business or operations of the Company and its
subsidiaries, taken as a whole, from that set forth in the Time of
Sale Prospectus (exclusive of any amendments or supplements thereto
subsequent to the date of this Agreement)
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that, in your judgment, is
material and adverse and that makes it, in your judgment,
impracticable to market the Shares on the terms and in the manner
contemplated in the Time of Sale Prospectus.
(b) The Underwriters shall
have received on the Closing Date a certificate, dated the Closing
Date and signed by an executive officer of the Company, to the
effect set forth in Section 5(a)(i) above and to the effect
that the representations and warranties of the Company contained in
this Agreement are true and correct as of the Closing Date and that
the Company has complied with all of the agreements and satisfied
all of the conditions on its part to be performed or satisfied
hereunder on or before the Closing Date.
The officer signing and
delivering such certificate may rely upon the best of his or her
knowledge as to proceedings threatened.
(c) The Underwriters shall
have received on the Closing Date an opinion of (i) Smith,
Gambrell & Russell, LLP, outside counsel for the Company,
dated the Closing Date, to the effect set forth in Exhibit A-1 and
(ii) Richard P. Magurno, Senior Vice President and General
Counsel of the Company, dated the Closing Date, to the effect set
forth in Exhibit A-2. Each such opinion shall be rendered to the
Underwriters at the request of the Company and shall so state
therein.
(d) The Underwriters shall
have received on the Closing Date an opinion of Davis
Polk & Wardwell, counsel for the Underwriters, dated the
Closing Date, to the effect set forth in Exhibit B.
(e) The Underwriters shall
have received, on each of the date hereof and the Closing Date, a
letter dated the date hereof or the Closing Date, as the case may
be, in form and substance satisfactory to the Underwriters, from
Ernst & Young LLP, independent public accountants,
containing statements and information of the type ordinarily
included in accountants’ “comfort letters” to
underwriters with respect to the financial statements and certain
financial information contained in or incorporated by reference
into the Registration Statement, the Time of Sale Prospectus and
the Prospectus; provided that the letter delivered on the
Closing Date shall use a “cut-off date” not earlier
than the date hereof.
(f) The “lock-up”
agreements, each substantially in the form of Exhibit C hereto,
between you and certain shareholders, officers and directors of the
Company relating to sales and certain other dispositions of shares
of Common Stock or certain other securities, delivered to you on or
before the date hereof, shall be in full force and effect on the
Closing Date.
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The several obligations of
the Underwriters to purchase Additional Shares hereunder are
subject to the delivery to you on the Option Closing Date of such
documents as you may reasonably request with respect to the good
standing of the Company, the due authorization and issuance of the
Additional Shares to be sold on such Option Closing Date and other
matters related to the issuance of such Additional
Shares.
6. Covenants of the
Company . In further consideration of the agreements of the
Underwriters herein contained, the Company covenants with each
Underwriter as follows:
(a) To furnish to you,
without charge, five signed copies of the Registration Statement
(including exhibits thereto and documents incorporated by
reference) and for delivery to each other Underwriter a conformed
copy of the Registration Statement (without exhibits thereto but
including d
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