Agreement between a corporation issuing new securities to be offered to the public and the Managing Underwriter as agent for the Underwriting Group. Also termed the purchase agreement or purchase contract, it represents the underwriters' commitment to purchase the securities, and it details the Public Offering Price, the Underwriting Spread (including all discounts and commissions), the net proceeds to the issuer, and the Settlement Date.
The issuer agrees to pay all expenses incurred in preparing the issue for resale, including the costs of Registration with the Securities and Exchange Commission (SEC) and of the Prospectus, and agrees to supply the managing underwriter with sufficient copies of both the Preliminary Prospectus (red herring) and the final, statutory prospectus. The issuer guarantees (1) to make all required SEC filings and to comply fully with the provisions of the Securities Act of 1933; (2) to assume responsibility for the completeness, accuracy, and proper certification of all information in the registration statement and prospectus; (3) to disclose all pending litigation; (4) to use the proceeds for the purposes stated; (5) to comply with state securities laws; (6) to work to get listed on the exchange agreed upon; and (7) to indemnify the underwriters for liability arising out of omissions or misrepresentations for which the issuer had responsibility.
The underwriters agree to proceed with the offering as soon as the registration is cleared by the SEC or at a specified date thereafter. The underwriters are authorized to make sales to members of a Selling Group.
The underwriting agreement is not to be confused with the Agreement Among Underwriters. See also Best Effort; Firm Commitment; Standby Commitment; Underwrite.
