|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
agency or court having jurisdiction over the Selling Shareholder, and no
consent, approval, authorization or order of, or qualification with, any
governmental body or agency is required for the performance by the Selling
Shareholder of its obligations under this Agreement, except (i) which would
not have a material adverse effect on the Selling Shareholder's ability to
perform its obligations under this Agreement or (ii) such as may be
required by the securities or Blue Sky laws of the various states in
connection with the offer and sale of the Shares.
(c) On the Option Closing Date (as defined below) the Selling
Shareholder will have valid title to the Shares to be sold by the Selling
Shareholder and the legal right and power, and all authorization and
approval required by law, to enter into this Agreement and to sell,
transfer and deliver the Shares to be sold by the Selling Shareholder.
(d) The delivery of the Shares to be sold by the Selling Shareholder
pursuant to this Agreement will, upon the delivery of and payment for such
Shares as contemplated herein, pass title to such Shares to the
Underwriters free and clear of any security interests, claims, liens,
equities and other encumbrances.
(e) All information under the captions "Principal and Selling
Stockholders" and "Risk Factors--Shares Eligible for Future Sale" furnished
by or on behalf of such Selling Shareholder for use in the Registration
Statement and Prospectus is, and on the Closing Date and on the Option
Closing Date will be, true, correct, and complete, and does not, and on the
Closing Date and on the Option Closing Date will not, contain any untrue
statement of a material fact or omit to state any material fact necessary
to make such information not misleading.
3. Agreements to Sell and Purchase. The Company hereby agrees to
sell to the several Underwriters, and each Underwriter, upon the basis of the
representations and warranties herein contained, but subject to the conditions
hereinafter stated, agrees, severally and not jointly, to purchase from the
Company the respective numbers of Firm Shares (subject to such adjustments to
eliminate fractional shares as you may determine) set forth in Schedules I and
II hereto opposite its names at U.S.$______ a Share (the "Purchase Price").
On the basis of the representations and warranties contained in this
Agreement, and subject to its terms and conditions, the Selling Shareholder
agrees to sell to the U.S. Underwriters the Additional Shares, and the U.S.
Underwriters shall have a one-time right to purchase, severally and not jointly,
up to 600,000 Additional Shares at the Purchase Price. If the U.S.
Representatives, on behalf of the U.S. Underwriters, elect to exercise such
option, the U.S. Representatives shall so notify the Selling Shareholder in
writing not later than 30 days after the date of this Agreement, which notice
shall specify the number of Additional Shares to be purchased by the U.S.
Underwriters and the date on which such shares are to be purchased. Such date
may be the same as the Closing Date but not earlier than the Closing Date nor
later than ten
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