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Title: |
Underwriting Agreement |
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Date: |
2008 |
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Preview shows 6KB of 74KB total |
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$53 |
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ID: |
#3290293 |
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$50,000,000
RADISYS CORPORATION
2.75% Convertible Senior Notes due 2013
UNDERWRITING AGREEMENT
February 6, 2008
CREDIT SUISSE SECURITIES (USA) LLC,
Eleven Madison Avenue
New York, New York 10010-3629
Dear Sirs:
1. Introductory. RadiSys Corporation, an Oregon corporation (the ?Company?), agrees with Credit Suisse Securities (USA) LLC (?Credit Suisse? or the ?Underwriter?) to issue and sell to the Underwriter $50,000,000 principal amount (the ?Firm Securities?) of its 2.75% Convertible Senior Notes due 2013 (the ?Securities?) and also agrees to issue and sell to the Underwriter, at the option of the Underwriter, an aggregate of not more than $5,000,000 additional principal amount (the ?Optional Securities?) of its Securities as set forth below, all to be issued under an indenture, dated as of February 6, 2008 and as supplemented through the First Closing Date (the ?Indenture?), between the Company and The Bank of New York Trust Company, N.A., as Trustee. The Firm Securities and the Optional Securities are herein collectively called the ?Offered Securities?.
2. Representations and Warranties of the Company. The Company represents and warrants to, and agrees with, the Underwriter that:
(a) Filing and Effectiveness of Registration Statement; Certain Defined Terms. The Company has filed with the Commission a registration statement on Form S-3 (No. 333-146977), including a related prospectus or prospectuses, covering the registration of the Offered Securities under the Act, which has become effective. ?Registration Statement? at any particular time means such registration statement in the form then filed with the Commission, including any amendment thereto, any document incorporated by reference therein and all 430B Information and all 430C Information with respect to such registration statement, that in any case has not been superseded or modified. ?Registration Statement? without reference to a time means the Registration Statement as of the Effective Time. For purposes of this definition, 430B Information shall be considered to be included in the Registration Statement as of the time specified in Rule 430B.
For purposes of this Agreement:
?430B Information? means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430B(e) or retroactively deemed to be a part of the Registration Statement pursuant to Rule 430B(f).
?430C Information? means information included in a prospectus then deemed to be a part of the Registration Statement pursuant to Rule 430C.
?Act? means the Securities Act of 1933, as amended.
?Applicable Time? means 4:00 P.M. (Eastern time) on the date of this Agreement.
?Closing Date? has the meaning defined in Section 3 hereof.
?Commission? means the Securities and Exchange Commission.
?Effective Time? of the Registration Statement relating to the Offered Securities means the time of the first contract of sale for the Offered Securities.
?Exchange Act? means the Securities Exchange Act of 1934, as amended.
?Final Prospectus? means the Statutory Prospectus that discloses the public offering price, other 430B Information and other final terms of the Offered Securities and otherwise satisfies Section 10(a) of the Act.
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