This excerpt taken from the CHK 8-K filed Dec 13, 2005.
UBS) except (i) grants of employee and director stock options or restricted stock pursuant to the terms of a plan in effect on the date hereof, (ii) issuances of Common Stock pursuant to the exercise of options, preferred stock, contingent convertible senior notes or warrants outstanding on the date of the initial offering of the Offered Securities, (iii) issuances of Common Stock in exchange for preferred stock of the Company outstanding on the date of the initial offering of the Offered Securities and (iv) the filing of a registration statement in accordance with a registration rights agreement relating to any preferred stock or contingent convertible senior notes of the Company outstanding on the date of the initial offering of the Offered Securities.
(i) The Company will comply with Rule 433(g) under the Act.
(j) The Company will pay the fees applicable to the Registration Statement in connection with the offering of the Offered Securities within the time required by Rule 456 under the Act (without reliance on subsection (b)(1)(i) thereof) and in compliance with Rule 457(r) under the Act.
(k) The Company will not, at any time at or after the execution of this Agreement without the consent of the Representatives, offer or sell any Offered Securities by means of any prospectus (within the meaning of the Act), or use any prospectus (within the meaning of the Act) in connection with the offer or sale of the Offered Securities, in each case other than the Prospectus.
6. Conditions of the Obligations of the Underwriters. The obligations of the several Underwriters to purchase and pay for the Firm Securities on the First Closing Date and the Optional Securities to be purchased on each Optional Closing Date will be subject to the accuracy of the representations and warranties on the part of the Company herein, to the accuracy of the statements of officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder and to the following additional conditions precedent:
(a) The Representatives shall have received a letter (the