Agreement For Underwriting Shares Of A Company Legal Draft Template

This

Agreement made at ................. on this .................. of

................... 2000, between ABC Ltd., a company incorporated under the

Companies Act, 1956 and having its registered office at ....................

hereinafter called "the company" (which expression shall, unless it

be repugnant to the context or meaning thereof be deemed to mean and include

its successors and assigns) of the ONE PART and M/s. XYZ a partnership firm

registered under the Partnership Act, 1932 and having its place of business at

.................. hereinafter called "the underwriters", (which

expression shall unless it be repugnant to the context or meaning thereof, be

deemed to mean and include every partner for the time being of the said firm,

the survivor or survivors or the legal representatives, executors or

administrators of the last partner) of the Other Part.Whereas

the company proposes to issue ............... equity shares of to Rs

..................... each and offer the same for public subscription at Rs

....................... per share in accordance with the terms of the draft

prospectus, a copy of which is annexed hereto, or with such modifications

therein as may be mutually agreed upon between the company and the

underwriters.and

Whereas the underwriters have agreed to underwrite the subscription of the said

shares on the terms and conditions hereinafter appearing.Now it

is hereby Agreed between The Parties as Follows:1.

The

company shall issue ...................... equity shares of Rs . ............

each for public subscription in terms of the draft prospectus, a copy of which

is annexed hereto or with such modification therein, as may be mutually agreed

upon between the parties, on or before the ................... day of .

2000, or such later date as shall be mutually agreed upon by the parties hereto

not after the .......... day of ....................... 2000.2.

The

underwriters shall on or before the closing of the subscription list apply for

the .................... shares or cause the same to be applied for by the

responsible persons, who shall pay on application, the application moneys

payable on the shares applied for by them respectively and who shall not

withdraw their applications before notification of allotment of shares to them.3.

If

on the closing of the list under the said prospectus the said

...................... shares shall be allotted on the applications received

from the public, the responsibility of the underwriters will cease and no

allotment is to be made to the underwriters under this agreement, but if the

said ............ shares shall not be allotted to the public, but any smaller

number of such shares is so allotted, the underwriters undertake to stand for

the difference between the said .......................... shares and the

number of the shares allotted to the public and company may allot to the

underwriters all the shares which shall not have been applied for by such

members of the public or such responsible persons as aforesaid and the

underwriters shall accept the shares so allotted and pay all application and allotment

money in respect of those shares in accordance with the said prospectus.4.

The

underwriters irrevocably authorise the company to apply for the said

............... shares or any part thereof in the name and on behalf of the

underwriters in accordance with the terms of the said prospectus and authorise

the directors of the company to allot the said ..................... shares of

the company or part thereof to the underwriters and in the event of the company

making an application for such shares in the names of the underwriters, the

underwriters shall hold the company harmless and indemnified in respect of such

application.5.

The

company shall pay to the underwriters in cash a commission of

.............................. per cent on the nominal value of the shares

within ............. days from the allotment of the said ......................

shares. But should any allotment of the shares be made to the underwriters in

accordance with the terms of this agreement, the commission shall not be

payable until the underwriters pay the application and allotment moneys payable

in respect of all the shares so allotted to the underwriters.6.

It

is hereby agreed that time is the essence of this agreement.7.

This

agreement shall be executed in duplicate. The original shall be retained by the

company and the duplicate by the underwriters.In

Witness Whereof the parties have signed these presents and a duplicate hereof

the day and year first hereinabove written.Signed

and delivered by A 8 Ltd., the within namedcompany

by its Managing Director Shri ..................Signed

and delivered by M/s. XYZ the within named under writers by their partnersWITNESSES;1.2.