Underwriting Agreement
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The Underwriting Agreement: What it is and Why it is Important

More Than One Type of Underwriting Agreement

Underwriting Agreement Greenshoe
Image credit: Pixabay

The Greenshoe Option

Key Provisions of the Underwriting Agreement

Representations and Warranties of Company

  • The S-1 Registration Statement filed with the SEC has become effective, and there is not stop order suspending its effectiveness
  • The company is not an “ineligible issuer”, as defined under the Securities Act
  • There has not occurred any material adverse change in the financial condition of the company

Agreements to Sell and Purchase

Conditions to the Underwriters’ Obligations in the Underwriting Agreement

Covenants of the Company

  • To comply with all applicable securities and other laws, rules and regulations in each jurisdiction in which the securities are offered
  • To furnish to the underwriters, without charge, signed copies of the S-1 Registration Statement
  • Before amending the S-1 Registration Statement, to furnish to the underwriters a copy of each proposed amendment and not to file any amendments that the underwriters reasonably object to



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Carpenter Wellington PLLC

Carpenter Wellington PLLC


Ryan Carpenter serves as Attorney and Managing Director of Carpenter Wellington. Ryan advises clients across a broad set of corporate and commercial matters.