|JONES LANG LASALLE INC filed this Form S-1/A on 07/11/1997|
(i) The "lock-up" agreements, each substantially in the form of
Exhibit A hereto, between you and each of the shareholders and between you
and each of the officers listed under the caption "Management" in the
Prospectus and each of the directors of the Company relating to sales and
certain other dispositions of shares of Common Stock or certain other
securities, delivered to you on or before the date hereof, shall be in full
force and effect on the Closing Date.
(j) The Partnership Interests Exchange (as defined in the Prospectus
under the caption "Incorporation Transactions") shall have been consummated
in the manner set forth therein.
(k) The Common Stock shall have been registered under the Exchange
Act, and the Shares shall have been approved for listing on the New York
Stock Exchange, subject only to official notice of issuance.
(l) The Underwriters shall have received on the Closing Date a
certificate, dated the Closing Date and signed by a member of the Selling
Shareholder, to the effect that the representations and warranties of the
Selling Shareholder contained in this Agreement are true and correct as of
the Closing Date and that the Selling Shareholder has complied, in all
material respects, with all of the agreements and satisfied all of the
conditions on its part to be performed or satisfied hereunder on or before
the Closing Date.
The several obligations of the U.S. Underwriters to purchase
Additional Shares hereunder are subject to the delivery to the U.S.
Representatives on the Option Closing Date of such documents as they may
reasonably request with respect to the good standing of the Company, the due
authorization and sale of the Additional Shares and other matters related to the
sale of the Additional Shares.
7. Covenants of the Company and the Predecessor Partnerships. In
further consideration of the agreements of the Underwriters herein contained,
each of the Company and the Predecessor Partnerships (as defined in the
Prospectus) covenants with each Underwriter to do, or cause the Company to do,
all of the following:
(a) To furnish to you, without charge, three (3) signed copies of the
Registration Statement (including exhibits thereto) and for delivery to
each other Underwriter a conformed copy of the Registration Statement
(without exhibits thereto) and to furnish to you in New York City, without
charge, prior to 5:00 p.m. New York City time on the business day next
succeeding the date of this Agreement and during the period mentioned in
paragraph (c) below, as many copies of the Prospectus and any supplements
and amendments thereto or to the Registration Statement as you may
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