Agreement To Underwrite Debentures To Be Issued By A Company
THIS AGREEMENT made at…………….on the…………….day
of…………….between AB Co 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, mean and include its successors and assigns) of the ONE PART and Shri
X, son of…………….resident of ……………. (hereinafter called "the
underwriter", which expression shall unless it be repugnant to the context
or meaning, mean and include his heirs, legal representatives, executors and
administrators) of the OTHER PART.
WHEREAS the company proposes to offer for
public subscription........14% non‑convertible debentures, which is to be
constituted and secured by a trust deed framed in accordance with the terms of
the draft and initialed by Shri…………….Solicitor for the purpose of
identification; and
WHEREAS the company wants to get the said
issue underwritten and the underwriter has agreed to underwrite the said issue.
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS:
(1) The company will issue for public
subscription…………….14% non convertible debentures in terms of the prospectus,
the draft of which is annexed hereto.
(2) If the debenture issue aforesaid is not
taken up and allotted to other persons within………days of the first publication
of the prospectus, the underwriter shall take up and pay for the debentures at
par not taken up by the public. If all the said debentures issued to the public
are taken up and allotted to the members of the public, the responsibility of
the underwriter will cease and he shall not be liable to take up and pay for
any debenture
(3) In consideration of the obligation so
imposed on the underwriter, the company shall pay to the underwriter commission
at the rate of………per cent on the debentures subscribed for and allotted to the
members of the public, other than the underwriters.
(4) The underwriter shall be entitled to fix
the premium on which should be offered for public subscription by the said
debentures prospectus. However, if he does not specify the same within days
after notice in writing from the company requiring him to specify the same, the
company shall be entitled to fix the premium on which the debentures should be
offered for public subscription.
(5) This agreement shall be executed in
duplicate. The original shall be retained by the company and the duplicate by
the underwriter.
IN WITNESS WHEREOF the parties have set their
respective hands the day and year first hereinabove written.
WITNESSES Signed, sealed and delivered by the within
named
1. company
A B Co. Ltd., by the hand of its duly
constituted Attorney
Shri ……………
2. Signed
and delivered by X, the within named underwriter
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