UNDERWRITING AGREEMENT FOR SHARES
AGREEMENT made on the............day of BETWEEN X (hereinafter called the
underwriters) of the one part and Y Co. Ltd. having its registered office
at............(hereinafter called the company) of the other part.
the company is about to offer for public subscription as issue
of..............shares of............each 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
WHEREAS the underwriters have agreed to underwrite the shares on the terms and
conditions hereinafter appearing.
THEREFORE IT IS HEREBY AGREED AS FOLLOWS:
the said ........ Shares shall on or before the ..... day of ... 200..... for
such later date as shall be mutually agreed upon by the parties hereto not
after the ..... day of ..... 200.....) be offered by the company for
subscription by the public at par on the terms of such prospectus as aforesaid,
the underwriters shall on or before the closing of the subscription list apply
at par for the said ...... shares.
said prospectus shall be issued in the form already approved by the
underwriters or with such modification, if any, as shall be mutually agreed
between the company and the underwriters.
2. If on the closing of
the lists under the said prospectus the said ..... Shares shall be allotted in
respect of applications from the public the responsibility of the underwriters
is to cease and no allotment is to be made 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 undertaking of the underwriters is to cease and no
allotment is to be made 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 undertaking of the underwriters is to
stand for difference between the said.............shares and the number of the
shares allotted to the public.
3. The company shall pay
to the underwriters in cash within........ days from the allotment of the said
shares a commission at the rate of ...........p.c. on the nominal value of the
4. This agreement is to
be irrevocable on the part of the underwriters and is to be sufficient in
itself to authorise the company in the event of the underwriters not applying
for the said ...........shares to cause application to be made for such 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 company to
allot the said........shares of the company or any part thereof to the
underwriters (but subject to the provisions of this agreement) and in the event
of harmless and indemnified in respect of such application.
by the Underwriter
by the authorised signatory of Company
& Signature of two witnesses