Encore energy listing7/2/2023 ![]() In addition, the Partnership hereby grants to the several Underwriters the option (the Over-Allotment Option) to purchase, and upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Underwriters shall have the right to purchase, severally and not jointly, from the Partnership, ratably in accordance with the number of Firm Units to be purchased by each of them, all or a portion of the Additional Units at the same purchase price per unit to be paid by the Underwriters to the Partnership for the Firm Units. The respective purchase obligations of the Underwriters with respect to the Firm Units shall be rounded among the Underwriters to avoid fractional units, as the Underwriters may determine. You may from time to time increase or decrease that public offering price after the initial public offering to the extent you may determine. The Partnership is advised by you that the Underwriters intend (i) to make a public offering of their respective portions of the Firm Units as soon after the effectiveness of this Agreement as in your judgment is advisable and (ii) initially to offer the Firm Units upon the terms set forth in the Prospectus. Upon the basis of the representations and warranties and subject to the terms and conditions herein set forth, the Partnership agrees to issue and sell to the respective Underwriters and each of the Underwriters, severally and not jointly, agrees to purchase from the Partnership the number of Firm Units set forth opposite the name of such Underwriter in Schedule A attached hereto, subject to adjustment in accordance with Section 8 hereof, in each case at a purchase price of $14.91 per Unit. The Commission has not issued any order preventing or suspending the use of any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Prospectus or suspending the effectiveness of the Registration Statement, and no proceeding for any such purpose or pursuant to Section 8A of the Securities Act against the Partnership or relating to the offering of the Units has been instituted or, to the knowledge of the Partnership Entities, threatened by the Commission.ġ. Any reference to any amendment to the Registration Statement shall be deemed to include any periodic or current report of the Partnership filed with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act after the Effective Date that is incorporated by reference in the Registration Statement. Any reference to any amendment or supplement to any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any document filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), after the date of such Preliminary Prospectus or the Prospectus, as the case may be, and incorporated by reference in such Preliminary Prospectus or the Prospectus, as the case may be. Any reference to the most recent Preliminary Prospectus shall be deemed to refer to the latest Preliminary Prospectus included in the Registration Statement. ![]() The Firm Units and the Additional Units are hereinafter collectively sometimes referred to as the Units. This agreement (the Agreement) is to confirm the agreement among the Partnership, Encore Energy Partners GP LLC, a Delaware limited liability company (the General Partner), and Encore Energy Partners Operating LLC, a Delaware limited liability company ( OLLC and, together with the Partnership and the General Partner, the Partnership Entities), on the one hand, and the Underwriters, on the other hand, concerning the purchase of the Units from the Partnership by the Underwriters (the Offering).Īny reference to the Registration Statement, the Base Prospectus, any Preliminary Prospectus, the Pricing Disclosure Package or the Prospectus shall be deemed to refer to and include any documents incorporated by reference therein pursuant to Form S-3 under the Securities Act. ![]() In addition, solely for the purpose of covering over-allotments, the Partnership proposes to grant to the Underwriters the option to purchase from the Partnership up to an additional 360,000 Common Units (the Additional Units). Encore Energy Partners LP, a Delaware limited partnership (the Partnership), proposes to issue and sell to the underwriters named in Schedule A annexed hereto (the Underwriters), for whom you are acting as representative (the Representative), an aggregate of 2,400,000 common units (the Firm Units) representing limited partner interests in the Partnership (the Common Units).
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