Underwriting Contract: Initial Public Offering of Common Shares with Only Selling Sharesholders (US Issuer)

The Underwriting Contract: Initial Public Offering of Common Shares with Only Selling Shareholders (US Issuer) is a legal template that outlines the terms and conditions of an agreement between a company (the "Issuer") and an underwriting syndicate or investment bank (the "Underwriters") in relation to the initial public offering (IPO) of common shares by the Issuer.

This template specifically applies to an IPO where the shares being offered are being sold solely by existing shareholders or selling shareholders, rather than by the Issuer itself. The contract sets out the responsibilities, obligations, and rights of both the Issuer and the Underwriters throughout the IPO process.

The contract typically covers crucial aspects, such as the method and timing of the offering, the pricing of the shares, the underwriting fees, and the allocation of shares to the Underwriters. It may also include provisions related to the determination of the offering size, the lock-up period for selling shareholders to prevent immediate sale of their remaining shares after the IPO, and the indemnification and liability protection for the Underwriters.

Additionally, the template may address the representations and warranties made by the Issuer and the selling shareholders, the disclosure requirements, and the regulatory compliance related to the IPO. It may also include provisions for termination of the agreement, conditions for completion, and dispute resolution mechanisms.

As a legally binding document, this underwriting contract template plays a crucial role in establishing a clear and mutually beneficial relationship between the Issuer and the Underwriters, ensuring compliance with securities regulations, and facilitating a successful and well-managed IPO process.