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SEC Filings

S-1/A
JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997
Entire Document
 
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business days after the date of such notice. Additional Shares may be purchased
as provided in Section 5 hereof solely for the purpose of covering over-
allotments made in connection with the offering of the Firm Shares. If any
Additional Shares are to be purchased, each U.S. Underwriter agrees, severally
and not jointly, to purchase the number of Additional Shares (subject to such
adjustments to eliminate fractional shares as the U.S. Representatives may
determine) that bears the same proportion to the total number of Additional
Shares to be purchased as the number of U.S. Firm Shares set forth in Schedule I
hereto opposite the name of such U.S. Underwriter bears to the total number of
U.S. Firm Shares.

          Each Seller hereby agrees that, without the prior written consent of
Morgan Stanley on behalf of the Underwriters, it will not, during the period
ending 180 days after the date of the Prospectus, (i) offer, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option
or contract to sell, grant any option, right or warrant to purchase or otherwise
transfer or dispose of, directly or indirectly, any shares of Common Stock or
any securities convertible into or exercisable or exchangeable for Common Stock,
or file a registration statement with the Commission relating to any of the
foregoing securities, or (ii) enter into any swap or other arrangement that
transfers to another, in whole or in part, any of the economic consequences of
ownership of the Common Stock, whether any such transaction described in clause
(i) or (ii) above is to be settled by delivery of Common Stock or such other
securities, in cash or otherwise.  The foregoing sentence shall not apply to (A)
the sale of the Shares to the Underwriters hereunder, (B) the issuance by the
Company of shares of Common Stock upon the exercise of an option or a warrant or
the conversion of a security outstanding on the date of the Prospectus of which
the Underwriters have been advised in writing, (C) transactions by any person
other than the Company relating to shares of Common Stock or other securities
acquired in open market transactions after the completion of the offering of the
Shares, (D) stock or stock option issuances by the Company pursuant to existing
employee benefit plans, (E) the distribution of shares of Common Stock by the
Employee Partnerships to their respective partners, provided that any such
partners agree to be bound by the foregoing limitations, or (F) the filing of a
registration statement by the Company on Form S-8 relating to existing Company
employee benefit plans.  In addition, the Selling Shareholder agrees that,
without the prior written consent of Morgan Stanley on behalf of the
Underwriters, it will not, during the period ending 180 days after the date of
the Prospectus, make any demand for, or exercise any right with respect to, the
registration of any shares of Common Stock or any security convertible into or
exercisable or exchangeable for Common Stock.

          4.   Terms of Public Offering.  The Sellers are advised by you that
the Underwriters propose to make a public offering of their respective portions
of the Shares as soon after the Registration Statement and this Agreement have
become effective as in your judgment is advisable.  The Company is further
advised by you that the Shares are to be offered to the public initially at
U.S.$______ a share (the "Public Offering Price") and to certain dealers
selected by you at a price that represents a concession not in excess of
U.S.$______ a share under the Public Offering Price, and that any Underwriter
may allow, and such dealers may reallow, a concession, not in excess of
U.S.$______ a share, to any Underwriter or to certain other dealers.

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