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Contract analysis / draft-equity-underwriting-agreement.docx
draft-equity-underwriting-agreement.docx
1038-00003 · 43 clauses
High · 1 Medium · 3 Standard · 6
ARTICLE I — DEFINITIONS Standard
⚑ Commercial term
ARTICLE I — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Article I shall have the meanings ascribed to them elsewhere in this Agreement. "Act" or "Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the Commission thereunder. "Applicable Time" means [●] [a.m./p.m.]
ARTICLE II — PURCHASE AND SALE OF SHARES
ARTICLE II — PURCHASE AND SALE OF SHARES
Section 2.1 — Agreement to Sell and Purchase. Standard
⚑ Commercial term
Section 2.1 — Agreement to Sell and Purchase. Subject to the terms and conditions set forth herein, the Company agrees to issue and sell to the several Underwriters, and each Underwriter agrees, severally and not jointly, to purchase from the Company, the number of Firm Shares set forth opposite such Underwriter's name in Schedule I hereto at a purchase price per share of $[●] (the "Purchase Price"), which Purchase P
Section 2.2 — Overallotment Option. Standard
⚑ Commercial term
Section 2.2 — Overallotment Option. (a) The Company hereby grants to the several Underwriters an option (the "Overallotment Option") to purchase, in whole or in part, up to [●] additional shares of Common Stock (the "Option Shares") at the Purchase Price, solely for the purpose of covering overallotments in connection with the offering and sale of the Firm Shares. The Overallotment Option may be exercised at any time
Section 2.3 — Payment and Delivery.
Section 2.3 — Payment and Delivery. (a) Firm Shares. Payment for the Firm Shares shall be made on the Closing Date by wire transfer of immediately available funds in United States dollars to the account designated by the Company, against delivery of the Firm Shares through the facilities of The Depository Trust Company ("DTC") for the accounts of the several Underwriters. The Closing Date shall be [●], 20[●] (the [●]
Section 2.4 — Denominations and Registration.
Section 2.4 — Denominations and Registration. (a) The Shares shall be delivered in book-entry form through the facilities of DTC. The Company shall cause the Transfer Agent to credit the Shares to the respective accounts of the several Underwriters at DTC designated by the Representative in writing. (b) The transfer agent and registrar for the Common Stock is Meridian Trust Company, N.A., 6201 15th Avenue, Brooklyn,
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY
ARTICLE III — REPRESENTATIONS AND WARRANTIES OF THE COMPANY The Company represents and warrants to, and agrees with, each of the several Underwriters as of the date hereof and as of the Closing Date (and, with respect to any Option Shares, as of the applicable Option Closing Date) as follows:
Section 3.1 — Organization and Qualification. High
⚑ Uncapped liability exposure
Section 3.1 — Organization and Qualification. (a) The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware, with Delaware File Number 3487201, having been incorporated on September 14, 2001. The Company has the requisite corporate power and authority to own, lease, and operate its properties and to conduct its business as described in the Registration
Section 3.2 — Capitalization.
Section 3.2 — Capitalization. (a) The authorized capital stock of the Company consists of (i) 500,000,000 shares of Common Stock, par value $0.01 per share, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (the "Preferred Stock"). (b) As of [record date], [●] shares of Common Stock were issued and outstanding. As of March 15, 2026, 214,600,000 shares of Common Stock were issued and outstanding
Section 3.3 — Authorization of this Agreement and the Shares.
Section 3.3 — Authorization of this Agreement and the Shares. The execution and delivery of this Agreement by the Company, the issuance and sale of the Shares, and the consummation of the transactions contemplated hereby and compliance by the Company with its obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company, including resolutions duly adopted by the Board of
Section 3.4 — Registration Statement and Prospectus.
Section 3.4 — Registration Statement and Prospectus. (a) The Registration Statement has been filed with the Commission as an automatic shelf registration statement of a WKSI pursuant to Rule 462(e) under the Securities Act and became effective upon filing. No stop order suspending the effectiveness of the Registration Statement has been issued by the Commission, and no proceedings for that purpose have been institute
Section 3.5 — No Material Adverse Change.
Section 3.5 — No Material Adverse Change. Since the date of the most recent audited or unaudited financial statements of the Company included or incorporated by reference in the Disclosure Package, (i) there has not been any material adverse change, or any development that would reasonably be expected to result in a material adverse change, in the business, properties, management, financial position, stockholders' eq
Section 3.6 — Independent Auditor.
Section 3.6 — Independent Auditor. Granville & Hooper LLP, with offices at 1700 Market Street, Suite 2400, Philadelphia, PA 19103, which has audited certain of the consolidated financial statements of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus, is an independent registered public accounting firm with respect to the Company and its subsidiari
Section 3.7 — Financial Statements.
Section 3.7 — Financial Statements. The consolidated financial statements and the related notes and schedules of the Company and its subsidiaries included or incorporated by reference in the Registration Statement and the Prospectus present fairly in all material respects the financial condition, results of operations, and cash flows of the Company and its consolidated subsidiaries at the respective dates and for the
Section 3.8 — No Violation or Default. Standard
⚑ Commercial term
Section 3.8 — No Violation or Default. (a) Neither the Company nor any of its subsidiaries is in violation of its certificate of incorporation, bylaws, limited liability company agreement, or other comparable organizational documents, as applicable. (b) The execution, delivery, and performance by the Company of this Agreement, the issuance and sale of the Shares, and the application of the net proceeds thereof as des
Section 3.9 — Compliance with Laws.
Section 3.9 — Compliance with Laws. The Company and each of its subsidiaries are in compliance in all material respects with all applicable federal, state, local, and foreign statutes, laws, rules, regulations, ordinances, codes, and orders, including, without limitation, those relating to employment and labor, workplace health and safety, environmental protection, data privacy and security, consumer protection, and
Section 3.10 — Listing. Medium
⚑ Notice / time limit to track
Section 3.10 — Listing. The Common Stock is listed on Nasdaq under the ticker symbol "CRHI." The Company is in compliance in all material respects with all applicable listing standards and requirements of Nasdaq. The Shares have been approved for listing on Nasdaq, subject only to official notice of issuance.
Section 3.11 — No Proceedings.
Section 3.11 — No Proceedings. (a) There are no legal or governmental proceedings pending or, to the Company's knowledge, threatened against the Company or any of its subsidiaries that (i) would be required to be disclosed in the Registration Statement, the Prospectus, or the Disclosure Package and are not so disclosed, or (ii) could, individually or in the aggregate, reasonably be expected to have a Material Adverse
Section 3.12 — Taxes.
Section 3.12 — Taxes. The Company and its subsidiaries have filed all material federal, state, local, and foreign tax returns required to be filed through the date hereof (or have obtained extensions thereof) and have paid all material taxes due and payable thereon (the Company's Employer Identification Number is 91-2074583). There are no material tax deficiencies that have been asserted or assessed against the Compa
Section 3.13 — Properties and Leases.
Section 3.13 — Properties and Leases. The Company and its subsidiaries have good and marketable title to, or valid and enforceable leasehold interests in, all real and personal property material to the conduct of their businesses, free and clear of all liens, encumbrances, and defects, except those described in the Registration Statement, the Prospectus, and the Disclosure Package, or as would not, individually or in
Section 3.14 — Intellectual Property.
Section 3.14 — Intellectual Property. The Company and its subsidiaries own, or possess adequate and enforceable rights to use, all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service mark registrations, domain names, copyrights, licenses, trade secrets, and other intellectual property rights (collectively, "intellectual Property") necessary for the conduct o
Section 3.15 — Insurance. Standard
⚑ Commercial term
Section 3.15 — Insurance. The Company and its subsidiaries maintain insurance coverage from insurers of recognized financial responsibility with respect to their properties, assets, and businesses in such amounts and covering such risks as is adequate and customary for companies engaged in similar businesses and owning similar properties in the localities in which the Company and its subsidiaries operate. Neither the
Section 3.16 — Internal Controls and Disclosure Controls.
Section 3.16 — Internal Controls and Disclosure Controls. (a) The Company maintains a system of internal control over financial reporting (as such term is defined in Rule 13a-15(f) of the Exchange Act) that complies with the requirements of the Exchange Act and that has been designed by, or under the supervision of, the Company's principal executive officer and principal financial officer, or persons performing simil
Section 3.17 — ERISA.
Section 3.17 — ERISA. (a) Each "employee benefit plan" (as defined under Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) for which the Company or any of its subsidiaries would have any liability (each, a "Plan") has been maintained in compliance in all material respects with its terms and with the requirements of all applicable statutes, rules, and regulations, including ERI
Section 3.18 — Issuer Free Writing Prospectuses.
Section 3.18 — Issuer Free Writing Prospectuses. The Company has not made any offer relating to the Shares that would constitute a "free writing prospectus" (as defined in Rule 405 under the Securities Act) required to be filed with the Commission, other than (a) the documents listed on Schedule III hereto, each of which has been filed with the Commission in accordance with the Securities Act, and (b) any such docume
Section 3.19 — WKSI Status.
Section 3.19 — WKSI Status. The Company is, and at the time of the initial filing of the Registration Statement was, a "well-known seasoned issuer" as defined in Rule 405 under the Securities Act, including that the Company was not, is not, and has not been at any relevant time an "ineligible issuer" as defined in Rule 405 under the Securities Act. The Registration Statement is an "automatic shelf registration statem
Section 3.20 — Anti-Corruption; Sanctions; Anti-Money Laundering.
Section 3.20 — Anti-Corruption; Sanctions; Anti-Money Laundering. (a) Neither the Company nor any of its subsidiaries, nor any director, officer, or employee of the Company or any of its subsidiaries, nor, to the Company's knowledge, any agent, affiliate, or other person acting on behalf of the Company or any of its subsidiaries, has (i) used any corporate funds for any unlawful contribution, gift, entertainment, or
ARTICLE IV — COVENANTS OF THE COMPANY
ARTICLE IV — COVENANTS OF THE COMPANY The Company covenants and agrees with each of the several Underwriters as follows:
Section 4.1 — Delivery of Prospectus.
Section 4.1 — Delivery of Prospectus. The Company will deliver to the Representative and counsel for the Underwriters, without charge, as many copies of the Prospectus (and any amendments or supplements thereto) as the Representative may reasonably request for the purposes contemplated by the Securities Act. The Company consents to the use of the Prospectus (and any amendments or supplements thereto) by the Underwrit
Section 4.2 — Amendments and Supplements.
Section 4.2 — Amendments and Supplements. During the period beginning on the date of this Agreement and ending on the later of (i) the Closing Date (or, if later, the Option Closing Date) and (ii) the date on which the "prospectus delivery period" (as contemplated by Section 4.3 of Rule 174 under the Securities Act) expires (the "Prospectus Delivery Period"), the Company will not file any amendment or supplement to t
Section 4.3 — Notification.
Section 4.3 — Notification. During the Prospectus Delivery Period, the Company will promptly advise the Representative in writing of (and, if requested by the Representative, will confirm such advice in writing): (a) any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus, or for additional information relating thereto; (b) the issuance by the Commission of any st
Section 4.4 — Blue Sky Compliance.
Section 4.4 — Blue Sky Compliance. The Company will cooperate with the Underwriters and their counsel in qualifying or registering the Shares for sale under the securities or blue sky laws of such jurisdictions as the Representative may reasonably designate, and will continue such qualifications in effect so long as reasonably required for the distribution of the Shares; provided, however, that the Company shall not
Section 4.5 — Listing.
Section 4.5 — Listing. The Company will use its best efforts to maintain the listing of the Common Stock on Nasdaq and to list the Shares on Nasdaq. The Company will use its best efforts to effect the listing of the Shares on Nasdaq prior to the Closing Date.
Section 4.6 — Use of Proceeds.
Section 4.6 — Use of Proceeds. The Company will apply the net proceeds from the sale of the Shares as set forth in the Prospectus Supplement under the caption "Use of Proceeds."
Section 4.7 — Earnings Statement.
Section 4.7 — Earnings Statement. The Company will make generally available to its security holders as soon as practicable, but in any event no later than fifteen (15) months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) of the Company and its subsidiaries covering a twelve-month period beginning after the date of this Agreement, which earnings statement shal
Section 4.8 — Transfer Agent.
Section 4.8 — Transfer Agent. The Company will maintain Meridian Trust Company, N.A. (or a successor transfer agent of equivalent standing reasonably acceptable to the Representative) as transfer agent and registrar for the Common Stock.
Section 4.9 — Reporting Requirements.
Section 4.9 — Reporting Requirements. During the Prospectus Delivery Period, the Company will timely file all reports and other documents required to be filed by it with the Commission pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act.
Section 4.10 — No Stabilization. Standard
⚑ Commercial term
Section 4.10 — No Stabilization. The Company will not take, directly or indirectly, any action designed, or that could reasonably be expected, to cause or result in stabilization or manipulation of the price of the Common Stock or any other securities of the Company, in each case in violation of Regulation M under the Exchange Act, to facilitate the sale or resale of the Shares.
ARTICLE V — COVENANTS OF THE UNDERWRITERS
ARTICLE V — COVENANTS OF THE UNDERWRITERS
Section 5.1 — Offering Restrictions. Medium
⚑ Forum / governing law
Section 5.1 — Offering Restrictions. Each Underwriter, severally and not jointly, agrees that it will comply with all applicable laws, rules, and regulations, including the Securities Act, the Exchange Act, and Regulation M under the Exchange Act, in connection with the offer, sale, and distribution of the Shares.
Section 5.2 — Free Writing Prospectuses.
Section 5.2 — Free Writing Prospectuses. Each Underwriter, severally and not jointly, agrees that it has not and will not, without the prior written consent of the Company and the Representative, use, authorize the use of, refer to, or participate in the planning of any "free writing prospectus" (as defined in Rule 405 under the Securities Act) in connection with the offering of the Shares, other than (a) any Issuer
ARTICLE VI — CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS
ARTICLE VI — CONDITIONS TO THE OBLIGATIONS OF THE UNDERWRITERS
Section 6.1 — Conditions to Closing. Medium
⚑ Notice / time limit to track
Section 6.1 — Conditions to Closing. The obligations of the several Underwriters to purchase and pay for the Firm Shares on the Closing Date shall be subject to the accuracy of the representations and warranties of the Company contained in this Agreement as of the date hereof and as of the Closing Date, to the performance by the Company of its covenants and agreements hereunder, and to each of the following additiona